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Relevant Laws

Title:Taiwan Securities Association Rules Governing Underwriting and Resale of Securities by Securities Firms (2016.04.12)
Article 12     Bidders that participate in a public tender shall, following the prescribed format (see Attachment 1), fill in the bid form and transmit it by means of the Internet to the Underwritten Securities Competitive Auction System, or they may do so through the terminals installed at the place of business of the headquarters or a branch of the securities firm where they opened their account.
     For the bid processing fee and bid deposit that a bidder is required to pay under the public announcement provisions of Article 9, the securities broker shall notify the bank to deduct the funds from the bidder's bank account on the date set under Article 33 or 34.
     After the bidder has submitted a bid, the bid form may not be withdrawn or changed.
     The securities underwriter may collect an award processing fee from a successful bidder, and the provisions of paragraph 2 shall apply mutatis mutandis.
Article 22     In the following types of securities underwriting cases, the part put up for public sale may be undertaken entirely by book building or partly by book building and partly by public subscription:
  1. cash capital increase through an issue of preferred shares by a company already listed on a stock exchange or an OTC market;
  2. preferred shares with detachable warrants;
  3. corporate bonds with detachable warrants;
  4. offerings of corporate bonds and financial bonds;
  5. offerings of Taiwan depositary receipts;
  6. secondary distributions.
    In underwriting cases under subparagraphs 1 through 4 and subparagraph 6 of the preceding paragraph where part of the securities are allocated by book building and part by public subscription, if the book building and public subscription procedures are carried out simultaneously, the timetable for the procedures shall be subject to mutatis mutandis application of Article 42-1. However, if subscription volume exceeds by a specified multiple the number of units earmarked for public subscription, there is no need to upwardly adjust the public subscription volume or to observe the requirements of Article 42-1, paragraph 1, subparagraph 4, item 2.
Article 53      With the exceptions of cases of the underwriting of initial listing on a stock exchange or OTC market or initial issue of Taiwan Depositary Receipts that are conducted by simultaneous book building and public subscription procedures, and of cases of public sale to outside parties that are conducted partly by competitive auction and partly by public subscription, an underwriter handling an offering by public subscription shall, after registering the underwriting contract with the Taiwan Securities Association, observe the following schedule in handling matters relating to subscriptions, bid deposits, and postage for lottery winner notifications:
  1. Day One: Publish an underwriting announcement and commence subscription.
  2. Day Three: Subscription period closes. Deadline for subscriber's payment of subscription processing fee, subscription payment, and postage expense for lottery winner notification to the designated bank.
  3. Day Four: Date of deduction of subscription processing fees, subscription payments, and postage for lottery winner notifications. Broker's bank undertakes matters regarding deduction of subscribers' subscription processing fees, subscription payments, and postage for lottery winner notifications.
  4. Day Five: Date of public drawing of lots. The TWSE undertakes drawing. TWSE produces and sends report of winner information to each broker. TWSE compiles and reports the information to the lead underwriter for provision to subscribers for their review.
  5. Day Six: Date of settlement of subscription processing fees, subscription payments, and postage expense for lottery winner notifications.
    Brokers make no-interest refunds to non-lottery winners of bid deposits and prepaid postage for lottery winner notifications; the subscription processing fees of non-lottery winners are not returned.
    Underwriter shall send lottery winner notifications and prospectuses (or subscription forms) to lottery winners by express registered mail or by electronic means.
    The subscriber shall, on any given day during the subscription period between 09:00 and 14:00, fill-in a subscription form (formatted as in Attachment 7) at the business premises of the broker or entrust the broker by phone to fill in such a form, or shall, during the subscription period before 14:00 on the day of the deadline, fill in and submit a subscription form via the Internet.
    Every day during the subscription period until the deadline, the broker shall compile up until the previous day and place the subscription information in the trading room as a reference for subscribers or for voice or computer query.
    If any of the dates set forth in paragraph 1 subparagraphs 2, 3, 4, and 5 falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be moved forward accordingly.
    The dates specified under paragraph 1 may be changed if necessary by applying for approval with the Taiwan Securities Association.
    The Taiwan Securities Association shall prescribe the standard for the postage expense for lottery winner notification. A securities firm shall be responsible for compensation for any loss to the lottery winner resulting from problems in service of the lottery winner announcement; provided, however, that this provision shall not apply where the securities firm was not negligent.
    The procedures related to the allocation of securities by public subscription by securities firms as prescribed by paragraph 1 shall be separately prescribed by the Taiwan Securities Association.
    If the number of units subscribed does not exceed the number of units to be sold, all qualified subscribers shall be deemed lottery winners, and a public drawing of lots shall be unnecessary.
    After the subscriber has commissioned subscription with a broker, the subscription form shall not be withdrawn or changed.