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Article 19-1
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An issuer that simultaneously meets all of the conditions listed in the subparagraphs below may submit the Shelf Registration Statement for Issuance of New Shares (Attachment 3-1) and provide all the information required therein along with all the required documents to the FSC for effective registration. In addition, it shall complete the issuance within the scheduled issuance period.
- It is an exchange-listed or OTC-listed company whose stock has been listed on the stock exchange market or traded on the OTC stock market for a combined period of 3 years or more.
- At the time of filing for registration, its market capitalization is NT$2 billion or more.
- In the fiscal year it files for registration and the preceding 2 fiscal years, it has not had any disposition imposed on it by the FSC under Article 178 of the Act for any violation of the Act or relevant laws or regulations.
- In the fiscal year it files for registration and the preceding 2 fiscal years, it has not had any offering and issuance of securities rejected, voided, or revoked by the FSC. However, this restriction need not apply in cases where, since the date of delivery of the notice of effective registration, the issue has not been fully subscribed and payment therefore has not been fully collected in cash and the case has been voided or revoked by the FSC.
- Any cash capital increase or corporate bond issuance plans effectively registered with the FSC in the fiscal year it files for registration and the preceding two fiscal years have all been implemented as planned and on schedule, and no material changes have occurred.
- In the fiscal year it files for registration and the preceding two fiscal years, the lead underwriter engaged by the issuer has not been subject to any order under Article 66, subparagraph 2 of the Act to a sanction to dismiss any of its directors, supervisors, or managerial officers or a more severe sanction in connection with the handling of securities offering and issuance.
The provisions of paragraph 2 of Article 12, of subparagraph 2 of paragraph 1 and the main provision of paragraph 2 of Article 13, and of Article 15 and Article 16 apply mutatis mutandis to an issuer's filing for registration under the preceding paragraph. The provisions of Article 17 and of the preceding article apply mutatis mutandis to an issuer's issuance of new shares during the scheduled issuance period.
"Market capitalization" in paragraph 1, subparagraph 2 means the total number of the issuer's shares that are listed on the stock exchange market or traded on the OTC stock market multiplied by the average closing price calculated from the 30th, 90th or 120th business day prior to the date of the filing for registration, whichever is lower.
The scheduled issuance period referred to in paragraph 1 may not exceed 2 years counting from the date of effective registration. The issuer shall set the period at the time of filing with the FSC.
When an issuer issues new shares under a shelf registration, the amount of the first issue shall reach 50 percent or more of the total amount filed for under the shelf registration.
When an issuer intends to issue new shares under a shelf registration, it shall submit the information including the total amount of new shares to be issued, the scheduled issuance period, utilization plan, source of funds, and implementation schedule for approval by a majority vote of a meeting of the board of directors at which two-thirds or more of the directors are present.
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