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Amended Article

Title：

Guidelines for Depositing Funds for Securities Offered and Issued by Issuers into Specialized Accounts  CH

Amended Date： 2019.05.24 
Article Content Content Search Article No. Search Legal Basis Amended Article Legislative History Chinese
5     The Consignment Contract for Collection of Proceeds shall stipulate the following (see Attachment 1 for a standard contract):
  1. After the bank consigned to collect the proceeds has received the proceeds, the issuer or the preparatory office of the company to be established through an offering shall not use such proceeds.
  2. Within five (5) business days after the deadline for payment, such proceeds shall be deposited into the bank of specialized deposit account by the bank consigned to collect proceeds.
  3. If the securities are not fully subscribed, after they are fully subscribed by specified persons, the proceeds paid shall still be deposited into the bank consigned to collect the proceeds. The bank consigned to collect proceeds shall deposit such proceeds into the bank of specialized deposit account on the business day following the date of full payment.
6     The Consignment Contract for Depositing Proceeds in a Specialized Account shall stipulate the following (see Attachment 2 for a standard contract):
  1. The bank where the specialized account is established for the deposit of proceeds shall not pay the proceeds to the issuer or the preparatory office of the company to be established through an offering until such proceeds are fully collected. In the meantime, the bank shall provide a proof of deposit to this Commission for recordation; for a company whose shares are already publicly listed or are being traded at the place of business of a securities firm, the bank where the specialized account is established for the deposit of proceeds shall also provide a copy of the proof of deposit to either the Taiwan Stock Exchange Corporation or the Republic of China Over-the-Counter-Securities Exchange.
  2. Before the proceeds are fully collected, the issuer or the preparatory office of the company to be established through an offering shall not pledge the deposit in the specialized account for a loan; provided that it may enter into a custodian contract with the bank of specialized deposit account. After such contract is approved by this Commission for recordation, the company may purchase government bonds or certificates of deposit from the bank of specialized deposit account and consign it for safekeeping. However, such government bonds or certificates of deposit shall not be pledged for a loan. The contract shall not be terminated/cancelled unless an approval for recordation is granted by this Commission.
  3. When an approval is granted by this Commission or the registration becomes effective, if each use of the proceeds requires to be reported to this Commission for recordation, the issuer or the preparatory office of the company to be established through an offering shall apply to this Commission in writing before the use. The bank of specialized deposit account shall not allow the amount to be used until it has received a copy of the approval letter for recordation from this Commission.
  4. If the effective registration or approval is revoked by this Commission because the proceeds cannot be fully collected within the prescribed period of time, the bank of specialized deposit account shall be responsible to return the collected proceeds to the original payors. Any cost so incurred shall be paid by the issuer or the promoter of the company to be established through an offering.