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Article 6
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When a company registers to offer and issue securities pursuant to Article 6, paragraph 2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, or when it registers an initial public issuance of its stock pursuant to Article 66, paragraph 1 of the same Regulations, the content of a prospectus, unless otherwise provided in Chapter IV (Prospectus for Incorporation by Offering), shall include the information set forth in Chapter II.
When a company that is neither listed on the TWSE nor on the TPEx issues new shares in connection with a cash capital increase without holding a public offering, or issues corporate bonds with warrants, or convertible corporate bonds, or new shares in connection with a merger or acquisition, or new shares in connection with acquisition of another company's shares, or when a public company issues employee stock warrants, or new restricted employee shares, or once again registers a public offering and issuance of securities in the same fiscal year it has previously done so, the contents of the prospectus shall include:
- The front cover, inside cover, and back cover: Shall include the information set forth in Article 3 to Article 5.
- Company summary: Shall include the information set forth in Article 8, Article 9, Article 10, paragraph 1, subparagraphs 2 and 4, and Article 11, subparagraph 2, subparagraph 3, items 3 and 4, subparagraph 4, and subparagraph 7.
- Operation summary: Shall include the information set forth in Article 19, subparagraph 1, items 1 to 3 and subparagraph 2, items 1 and 4, Article 21, subparagraphs 1 and 3, and Article 22.
- Issuance plan and implementation status: Shall include the information set forth in Article 24, Article 25, and Article 26, subparagraphs 1 to 5.
- Financial summary: Shall include the information set forth in Article 27, subparagraph 4, Article 28 (but not including the notes and schedules of the financial reports and statements of major accounting items), Article 29, subparagraph 2, and Article 30.
- Special items to be included: Shall include the information set forth in Article 31, paragraph 1, subparagraph 1, item 2, subparagraphs 2 to 5, subparagraph 7, subparagraph 9, subparagraph 11, and subparagraph 12 and Article 32.
When a company registers to issue straight corporate bonds, the contents of the prospectus shall include:
- If the purchasers are not limited to professional investors as defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds ("TPEx Rules on International Bonds"):
- The information required to be specified on the front cover, inside cover, and back cover as set forth in Article 3 to Article 5.
- The issuer's basic information, issuance rules, and planned utilization of funds.
- The condensed balance sheet and statement of comprehensive income for the most recent 3 years and the most recent period.
- Any risks related to credit.
- The concluding opinion of the securities underwriter.
- The securities underwriter's undertaking that the collected underwriting fees will not in any manner or under any name be used to compensate, or be returned to, the issuer or its related parties or any of their designated persons.
- If the purchasers of the bonds are limited to professional investors as defined in the TPEx Rules on International Bonds, the content of the prospectus shall comply with the requirements set out in Items A, B, E, and F of the preceding subparagraph
If the FSC has promulgated separate rules/regulations for special industries like banks, bill financing, securities, futures, insurance, financial holding, and investment trust, those rules/regulations shall be complied with.
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