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Article NO. Content


Regulations Governing the Offering and Issuance of Securities by Securities Issuers  CH

Amended Date: 2021.03.29 
Article 73     In any of the following circumstances, the FSC may reject a filing for issuance of new shares as stock dividends or capital reduction by a public company:
  1. The attesting CPA issues an adverse opinion or disclaimer of opinion in the audit report.
  2. The attesting CPA issues a qualified opinion in the audit report, and such qualified opinion has an impact on the fairness of presentation of the financial reports.
  3. The Case Review Form prepared by the issuer and reviewed by the attesting CPA reveal any violation of laws or regulations or the articles of incorporation, where the violation is serious.
  4. Any of the following circumstances exist with respect to a report of capitalization of earnings:
    1. The balance after statutory allocation of special reserves from undistributed earnings in accordance with paragraph 1 of Article 41 of the Act is inadequate for distribution.
    2. The exchange-listed or OTC-listed company fails to prescribe a concrete dividend policy in the articles of incorporation.
    3. Material failure by an exchange-listed, OTC-listed, or emerging stock company to establish a remuneration committee pursuant to paragraph 1 of Article 14-6 of the Act or material failure to comply with laws or regulations applicable thereto.
  5. A capitalization of capital reserves has been reported, and one of the following circumstances exists:
    1. Losses have been incurred in the most recent 2 consecutive years.
    2. A provision in Article 72-1 has been violated.
  6. Failure to adopt an electronic means as one of the methods for exercising voting power pursuant to Article the proviso to paragraph 1 of 177-1 of the Company Act.
  7. Violation of or failure to fulfill commitments made at the time of application for listing or trading at the business places of securities firms, where the circumstances are serious.
  8. The FSC discovers any violation of laws or regulations, where the circumstances are serious.
  9. Other circumstances as deemed necessary by the FSC to protect the public interest.