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Article 3
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The Financial Supervisory Commission ("FSC") shall supervise the offering and issuance, secondary distribution, and retroactive handling of public issuance procedures, issuance of new shares as stock dividends, and capital reductions through effective registration.
In these Regulations, the term "effective registration" means that the issuer has duly filed all relevant documents with the FSC for registration in accordance with law. Unless the documents do not contain all the required information, amendment is required to protect the public interest, or the filing is rejected by the FSC, the registration will become effective after a designated number of business days from the date when the FSC and FSC-designated institutions receive the filing submission.
The fact of effective registration for the items set forth under paragraph 1 may not be cited as proof of the veracity of registration particulars, or as guarantee of the value of the securities.
The term "business day" as used in paragraph 2 means a day on which transactions are conducted in the securities market.
The term "exchange-listed company" in these Regulations means a company whose stock is listed and traded in accordance with Chapters II and IV of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings ("Listing Review Rules").
The term "Taiwan Innovation Board listed company" ("TIB-listed company") in these Regulations means a company whose stock is listed and traded on the Taiwan Innovation Board (TIB) in accordance with Chapter IV of the Listing Review Rules.
The term "OTC-listed company" in these Regulations means a company whose stock is traded on the TPEx in accordance with the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx ("TPEx Review Rules").
The term "emerging stock company" in these Regulations means a company whose stock is traded on the TPEx in accordance with the Taipei Exchange Rules Governing the Review of Emerging Stocks for Trading on the TPEx.
The term "financial reports" as used in these Regulations means consolidated financial reports, or if the issuer does not have a subsidiary, means individual financial reports.
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Article 14
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An exchange-listed or OTC-listed company or an emerging stock company may issue preferred shares with warrants for which the preferred shares and warrants are detachable; a company whose stock is neither listed on an exchange nor traded over-the-counter at securities firms may not issue preferred shares with warrants for which the preferred shares and warrants are detachable.
For issuance of preferred stocks with warrants, the terms and conditions shall provide for the following items:
1. Issue date.
2. Class of the preferred stocks and total issue amount.
3. The number of warrant units represented by each preferred share with warrant.
4. The listing or trading at the places of business of securities firms of the preferred stocks with warrants of an exchange-listed or OTC-listed company.
5. Criteria for setting conditions for exercising the warrant (including exercise price, exercise period, type of the share for warrant exercise, and the number of shares represented by each warrant).
6. For stocks with detachable warrants, the total number of the issued units of the warrants and the method of calculation of the price per unit of the warrants.
7. The adjustment of exercise price.
8. Procedure of request for exercising the warrant and method of paying for stock price. The method of paying for stock price shall be conducted by means of a choice of payment of cash or an offset of preferred stocks from the given offering.
9. The rights and obligations after exercising warrant.
10. Shares for performance of contract shall be restricted to the issuance of new shares.
11. The number of times and date for the stockholder to acquire new stocks by submitting the certificate of payment for stock price.
12. Procedure for obtaining the preferred stocks with warrants.
13. Other important stipulations.
The exercise price for preferred shares with warrants in an emerging stock company, may not be lower than the weighted average trade price for the company's common shares during the period preceding the price determination date, and may not be lower than its net value per share as reported in the financial reports for the most recent fiscal period, audited and attested (or reviewed) by a CPA, and a recommending securities firm shall be retained to give an opinion on the reasonableness of the issuing price.
The exercise price for preferred shares with warrants issued by a company whose stock is neither listed on an exchange nor traded over-the-counter at securities firms may not be lower than its net value per share as reported in the financial reports for the most recent fiscal period, audited and attested or reviewed by a CPA, and a CPA shall be retained to give an opinion on the reasonableness of the issuing price.
The weighted average trade price for the company's common shares during the period preceding the price determination date as mentioned in paragraph 3 of this article and in Article 33, paragraph 2, and Article 42, paragraph 3 shall mean, for the 30 business days preceding the price determination date, the sum of the monetary amounts traded on each of those business days of those emerging stock common shares in the Emerging Stock Computerized Price Negotiation and Click System divided by the sum of the numbers of those shares traded on each of those business days.
Paragraph 2 of Article 42, and Articles 43 through 49 shall apply mutatis mutandis to issuance of preferred stocks with warrants by an issuer.
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Article 76
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These Regulations shall be enforced from the date of issuance except for Articles 10 and 71 as amended 3 March 2006 (which were enforced from 1 July 2006), Article 56-1 as amended 6 March 2007 (which was enforced from 1 January 2008), and Article 72-1 as amended 9 November 2007 (the enforcement date of which shall be set by the competent authority), and the articles amended and issued on 29 December 2023 (which shall be enforced from 1 January 2024).
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