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Article 33
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When an underwriter conducts public sale to outside parties partly by competitive auction and partly by public subscription, the underwriter shall carry out the following matters after the bid opening date:
- Day One:
- File the underwriting contract for registration with the Taiwan Securities Association.
- Send award notifications, prospectuses, and payment due notices.
- Refund bid deposits for unsuccessful and disqualified bids.
- Day Two:
- Publish underwriting announcement.
- Deadline for successful bidders' payment of the award price and award processing fee to the designated bank.
- Public subscription commencement date.
- Day Three: Date of deduction of successful bidders' award prices and award processing fees. Broker's bank undertakes matters regarding the deduction of the successful bidders' award prices and award processing fees.
- Day Four:
- Date of settlement of award prices, bid processing fees, award processing fees, and confiscated deposit prices.
- Public subscription period closes.
- Deadline for subscriber's payment of subscription processing fees, subscription payments, and postage expenses for lottery winner notification to the designated bank.
- Day Five: Date of deduction of subscription processing fees, subscription payments, and postage expenses. Broker's bank undertakes matters regarding deduction of subscribers' subscription processing fees, subscription payments, and postage for lottery winner notifications.
- Day Six: Date of public drawing of lots. TWSE undertakes the public drawing of lots. TWSE produces and sends a report of winner information to each broker. TWSE compiles and reports the information to the lead underwriter for provision to subscribers for their review.
- Day Seven:
- Brokers make no-interest refunds to non-lottery winners of bid deposits and prepaid postage; the subscription processing fees of non-lottery winners are not returned.
- Day Seven: Date of settlement of subscription processing fees, subscription payments, and postage expenses.
- Underwriters shall send lottery winner notifications, prospectuses (or subscription forms), and other relevant materials to lottery winners.
- Issuer applies to the TWSE or the TPEx for a securities listing on a stock exchange or OTC market.
- Day Eight: Specified parties make payment (the lead underwriter shall ascertain prior to 12 o'clock noon on that day whether the specified parties have made payment of the price) or underwriters carry out underwriting on standby commitment basis.
- Day Nine:
- Shareholders' register is completed.
- Issuer delivers certificates of payment to the Taiwan Depository & Clearing Corporation, or company applying for listing on a stock exchange or OTC market delivers shares to the Taiwan Depository & Clearing Corporation.
- Listing of securities on a stock exchange or OTC market is publicly announced.
- Day Ten: Securities are listed on the stock exchange or OTC market.
If any of the dates set forth in any subparagraph of the preceding paragraph falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be postponed accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying to the Taiwan Securities Association for approval.
The award price referred to in paragraph 1 subparagraphs 2 and 3 shall be the purchase price for the securities, less the bid deposit as prescribed in Article 12 paragraph 2. In the event that the successful bidder fails to fulfill his payment obligation within the specified time period, the securities underwriter may confiscate the bid deposit, and shall subscribe on its own account, at the price offered to said successful bidder, to the units that were to have been allocated to said successful bidder.
The procedures related to the allocation of securities by competitive auction by securities firms under paragraph 1 shall be separately prescribed by the Taiwan Securities Association.
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Article 42-1
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In an underwriting case where an initial listing on a stock exchange or an OTC market involves simultaneous book building and public subscription procedures conducted in accordance with Articles 21 and 21-1, the following matters shall be carried out beginning from the second business day after the book building agreement has been registered with the Taiwan Securities Association:
- Day One: Publish a book building announcement (together with a public subscription announcement) and begin accepting book building bids.
- Day Two: Public subscription commencement date.
- Day Four: Deadline for submission of book building bids and public subscriptions, and deadline for bidders to forward payment to their bank to cover subscription processing fees, subscription payments (calculated on the basis of the ceiling for the anticipated book building price range), and prepaid postage for lottery winner notification.
- Day Five:
- Set the offering price; the lead underwriter shall notify the TWSE and the Taiwan Securities Association of the actual offering price by 12:30 p.m. on that same day, and after 1:30 p.m. on that same day the TWSE shall disclose the information on its website and transmit it to brokers.
- Calculate the over-subscription ratio on the basis of the figure for public subscription volume as provided by the TWSE, and adjust the book building volume and public subscription volume accordingly.
- Conduct book building allocation.
- Execute underwriting contract.
- Date for deduction of subscription processing fees, subscription payments, and prepaid postage for lottery winner notifications; broker's bank undertakes matters regarding deduction of subscribers' subscription processing fees, subscription payments, and prepaid postage for lottery winner notifications.
- Day Six:
- Date for public drawing of lots. The TWSE undertakes the drawing, then produces and sends report of winner information to each broker, and compiles and reports the information to the lead underwriter for provision to subscribers for their review.
- File underwriting contract with the Taiwan Securities Association.
- Mail out allocation notices, prospectuses, and payment notices.
- Day Seven:
- Issue allocation announcement.
- Parties allotted shares through book building make payment.
- Payment date for subscription processing fees, subscription payments (calculated on the basis of the actual offering price), and postage.
- Brokers make no-interest refunds to non-lottery winners of bid deposits and prepaid postage; the subscription processing fees of non-lottery winners are not returned.
- If the offering price as set by the lead underwriter is lower than the bid deposit, brokers will make no-interest refunds to lottery winners of the difference between the bid deposit and the actual offering price.
- Underwriters shall send lottery winner notifications, prospectuses (or subscription forms), and other relevant materials to lottery winners by express registered mail or by electronic means.
- Issuer applies to the TWSE or the TPEx for a securities listing on a stock exchange or an OTC market..
- Day Eight: Specified parties make payment (the lead underwriter shall ascertain prior to 12 o'clock noon on that day whether the specified parties have made payment) or underwriters take up shares on their own accounts.
- Day Nine:
- Shareholders' register is completed.
- An issuer delivers certificates of payment to the Taiwan Depository & Clearing Corporation; a company applying for listing on a stock exchange or an OTC market delivers shares to the Taiwan Depository & Clearing Corporation.
- Listing of securities on a stock exchange or an OTC market is publicly announced.
- Day Ten:
Securities are listed on a stock exchange or an OTC market.
If a date set forth in any of the subparagraphs under the preceding paragraph falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be postponed accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying to the Taiwan Securities Association for approval.
When a bidder submits a book building bid form, the securities underwriter may collect from the bidder a book building bid deposit equal to all or part of the value of the securities bid for. The payment to be made by the bidder, as referred to in paragraph 1 subparagraph 6, item 2 above, shall be the price of the securities subscribed less the book building bid deposit. In the event a bidder does not fulfill his payment obligation within the allotted time, the securities underwriter may confiscate the book building bid deposit.
When the securities underwriter referred to in the preceding paragraph accepts a book building bid deposit from a subscriber, it shall follow the requirements as prescribed by Article 12 paragraph 4.
When an underwriter finalizes its book building allocation list, it may request that allotees pay the subscription price in full, and may cancel the eligibility for allocation of any bidder that fails to act as required.
An underwriter may not reveal the actual offering price to any outside party before the TWSE discloses it on its website in accordance with paragraph 1, subparagraph 4, item 1.
If the bids submitted during the book building are too few for the setting of a price, the lead underwriter shall notify the TWSE and the Taiwan Securities Association by the point in time set out in paragraph 1, subparagraph 4. The TWSE will not carry out a public drawing of lots, and brokers shall make no-interest refunds to bidders of bid deposits and prepaid postage for lottery winner notifications on the following business day, but subscription processing fees will not be refunded. Brokers shall also process the payment of subscription processing fees on that same day.
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Article 53
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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:
- Day One: Publish an underwriting announcement and commence subscription.
- 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.
- 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.
- 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.
- 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.
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