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Article 22
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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:
- cash capital increase through an issue of preferred shares by a company already listed on a stock exchange or an OTC market;
- preferred shares with detachable warrants;
- corporate bonds with detachable warrants;
- offerings of corporate bonds and financial bonds;
- offerings of Taiwan depositary receipts;
- 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.
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Article 22-1
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Where either of the following types of underwriting cases are undertaken through the use of book building, the part put up for public sale shall be underwritten entirely by book building:
- underwriting of a public offering by a company already listed on a stock exchange or an OTC market in which the offering involves a cash capital increase through the issue of common shares and the entire offering is put up for underwritten distribution;
- underwriting of an offering of beneficial interest securities by a trustee institution, or underwriting of an offering of asset-backed securities by a special-purpose company;
- real estate asset trust beneficial interest securities.
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Article 35
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In the underwriting of securities by competitive auction, the securities underwriter is limited to accepting bids from the following persons:
- ROC nationals at least 20 years of age.
- ROC institutional investors and securities investment trust funds offered by securities investment trust enterprises.
- Overseas Chinese and foreign nationals, as permitted under the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals.
- The Development Fund of the Executive Yuan, the Postal Savings System, the Public Employees Pension Fund, the Labor Pension Fund, and the Labor Insurance Fund.
- Other parties granted permission by the government.
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Article 36
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When a securities underwriter accepts competitive auction bids, it shall obtain from each subscriber a declaration that it does not meet any of the descriptions set out in the following subparagraphs, and the underwriter shall refuse a bid if its discovers that the subscriber does meet one of the following descriptions:
- an equity-method investee of the issuing company (issuing institution);
- an investor that has equity-method investments in the issuing company (issuing institution);
- a company whose chairman or general manager is the same person as the chairman or general manager of the issuing company (issuing institution) or is the spouse thereof;
- a foundation that has received one-third or more of its paid-in endowment from the issuing company (issuing institution);
- the issuing company's (issuing institution's) directors, supervisors, general manager, assistant general manager(s), deputy assistant general managers, or any division officer serving directly under the general manager;
- the spouse of a director, a supervisor, or the general manager of the issuing company (issuing institution);
- a director, supervisor, or employee of the underwriting syndicate, or a spouse thereof;
- any person as set out in the preceding subparagraphs who participates in the offering under the name of another person (i.e. a person who meets the criteria of a de facto related party as defined in Article 2 of the Securities and Exchange Act Enforcement Rules).
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