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Article 6
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An issuer registering to offer and issue securities shall submit a prospectus.
Given any of the following circumstances when the issuer files for registration, the issuer shall ask the lead securities underwriter for an evaluation and ask a lawyer to review the relevant legal issues. They shall respectively provide an evaluation report and a legal opinion in accordance with regulatory requirements:
- The filing for registration for issuance of new shares for cash, new shares in connection with merger, new shares in connection with receiving transfer of shares of another company, or new shares in connection with an acquisition or demerger conducted in accordance with laws, is made by an exchange-listed or OTC-listed company.
- An emerging stock company carries out a cash capital increase through a new share issue and allocates a certain percentage of the newly issued shares to a public offering.
- After the TWSE has filed an issuer's TIB listing contract with the FSC, the issuer carries out a cash capital increase through an issue of new shares to be sold in the public offering prior to initial listing.
- A company whose stock is neither listed on a stock exchange (hereinafter referred to as "unlisted") nor traded in the business places of securities firms, conducts an issuance of new shares for cash and allocates a certain percentage of the aggregate new shares to be publicly offered in accordance with Article 18.
- The offering is used to establish a company.
- Corporate bonds with equity characteristics are to be offered publicly through a securities underwriter.
If the securities firm meets the financial and business requirements set by the FSC, it can be exempted from the requirement that the lead underwriter must issue an evaluation report.
The legal opinion in paragraph 2, and concluding opinions of the evaluation report, shall be provided in the prospectus.
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