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Article 9
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A lead underwriter of securities shall publish a competitive auction announcement in daily newspapers on the first day on which public bids are accepted. The content of said announcement shall be reported in hardcopy and electronic media to the Taiwan Securities Association three business days before the commencement date of the tender, and shall include the items in the following subparagraphs:
- name of the security;
- names, addresses, and telephone numbers of the underwriters;
- method, time period, and site of the bidding;
- date, time, and site of the opening of the bids;
- minimum offering price, minimum bidding unit, and maximum bid quantity per bid form;
- total quantity of securities to be put up for underwritten distribution; number of units expected to be sold via overallotment; total number of units retained for their own accounts by the securities underwriters; the total number of units being offered for competitive auction, and the amount of the bid deposit and the circumstances under which it may be confiscated;
- the maximum quantity of securities that may be allocated to each successful bidder;
- parties from whom competitive auction bids will be accepted, and the provisions of Articles 35 and 36 shall be specified;
- matters relating to the collection of bid processing fees and award processing fees by securities underwriters;
- any statutory restrictions upon holding percentages as may be set forth in other laws or regulations with respect to the industry to which the issuer belongs (please list these on the bid form);
- if a bidder fills out and submits multiple bid forms for the same competitive auction, or has multiple competitive auction cases for which bidding closes on the same day, when the bidder submits a bid to participate in any one or more of those cases, funds shall be deducted from the bidder's bank deposit for the sum total of the bid deposits and bid processing fees for all of the bid forms submitted by the bidder;
- the method of disclosure of the prospectus, also specifying that the prospectus discloses the tentatively set offering price, and specifying the method for querying the subsequently set offering price;
- in the event the total number of securities bid for in valid bids is insufficient to cover all the securities offered through competitive auction in an underwriting case involving the initial listing of shares on a stock exchange or an OTC market, so that price setting cannot be completed, the TWSE will not open the bids, and the brokers shall, on the third business day following the bid closure date, make no-interest refunds to the bidders of the bid deposits and of the bid processing fees less the relevant handling fees;
- other supplemental items that must be disclosed in order to safeguard the public interest and investors.
In an underwriting case involving an initial listing on a stock exchange or an OTC market, the lead underwriter shall submit the timetable for the procedures and a declaration by the issuer that it has already held a roadshow in accordance with TWSE or TPEx rules. If a declaration is not submitted or the TWSE or TPEx notifies the Taiwan Securities Association that the issuing company has failed to hold a roadshow in accordance with regulations, the competitive auction shall be postponed.
The maximum quantity of securities that may be allocated to each successful bidder referred to in paragraph 1 subparagraph 7 shall be taken as the the maximum bid quantity per bid form referred to in paragraph 1, subparagraph 5. In an underwriting case involving an initial listing on a stock exchange or an OTC market, the minimum bidding unit under paragraph 1, subparagraph 5 shall be capped at 5,000 shares.
The amount of the bid deposit under paragraph 1, subparagraph 6 shall be limited to an amount from 30 percent to 60 percent of the bid amount.
The maximum quantity allocated to each successful bidder, as referred to in subparagraph 7 of paragraph 1, shall not exceed 10 percent of the portion of the offering put up for public sale to outside parties. If it is an underwriting case involving an initial listing on a stock exchange or an OTC market, the lead underwriter may lower the 10 percent cap on the maximum quantity allocated to each successful bidder according to the circumstances in the given case.
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Article 17-1
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An underwriting case conducted by means of competitive auctionfor warrants that have been detached from preferred shares with detachable warrants or warrants that have been detached from corporate bonds with detachable warrants shall be handled through uniform price clearing, whereby the TWSE, in opening the bids, adds up the cumulative total of the bid quantities, starting with the highest-priced bid and working its way down until the entire offering has been cleared, with the lowest price necessary to sell all securities offered through competitive auction taken as the uniform clearing price. If the total number of the securities bid for in valid bids is insufficient to cover the all the securities offered through competitive auction, then the minimum offering price, as prescribed by Article 8 paragraph 1 subparagraph 2, shall serve as the uniform clearing price.
Those bidding at or above the uniform clearing price are successful bidders, and in all cases their bids will be cleared at the uniform clearing price.
If the total number of securities bid for in valid bids exceeds the number of securities offered through competitive auction, then those submitting bids at the uniform clearing price shall be awarded securities in random order, generated by computer, until all securities offered through competitive auction have been awarded.
The quantity of securities awarded to each successful bidder shall not exceed the proportion set forth under Article 9, paragraph 5. Where an award does exceed this proportion, the quantity in excess shall be select at random by computer and subtracted from the award.
The uniform clearing price shall serve as: the offering price for those units of a security retained by the underwriter for its own account in connection with an underwriting case of warrants that have been detached from preferred shares with detachable warrants or warrants that have been detached from corporate bonds with detachable warrants, and for units that remain unsubscribed after conclusion of competitive auction. The uniform clearing price shall serve as the basis for calculating the price at which a security opens on its first day of listing in accordance with the directions of the TWSE or TPEx.
In addition to complying with paragraph 4 of this Article, the securities underwriter shall also handle the results of the opening of bids in compliance with all other relevant laws and regulations, and shall provide all relevant data as prescribed by the TWSE and the Taiwan Securities Association.
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