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Article 34
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A secondary exchange (or OTC) listed company that sponsors issuance of TDRs shall prepare a prospectus. In addition to the particulars required in accordance with the laws and regulations of the secondary exchange (or OTC) listed company's country of registration and the country where its shares are listed, the following items shall be specified in the content of the prospectus:
- On the front cover of the prospectus, the TDR code shall be printed in the upper right hand corner, and the following items shall be printed in sequential order:
- Name of the company.
- The prospectus is prepared for purposes of an issue of TDRs: the source of the securities represented by the TDRs; the quantity of the securities represented; the total number of units issued; the price-setting method for the current issue; the premium/discount percentage of the issue price to the underlying stock price; the total monetary amount of the issue; the public underwriting percentage; the underwriting and allotment method. For the issuance plan, the internal page numbers to consult for the related content may be noted.
- Outline of the purpose of the fund utilization plan and anticipated benefits and notes referencing the internal page numbers for the related content.
- The following content shall be printed prominently:
- Country of registration of the issuer.
- The issuer is a company that is a foreign enterprise listed in Taiwan using New Taiwan Dollars.
- An investor shall carefully read the contents of this prospectus, and shall note the risks associated with this company. In addition, the internal page numbers to consult for the related content shall be noted.
- The effective registration of the securities may not be used in any advertisement as proof of the veracity of registration particulars or as a guarantee the value of the securities.
- If there is any misrepresentation or nondisclosure in the content of the prospectus, the foreign issuer and its responsible person and any other persons who have signed or sealed the prospectus shall be held liable in accordance with law.
- Web addresses for querying prospectus information, including the information disclosure website specified by the FSC and the website on which the company discloses information related to the prospectus.
- Date of printing.
- Related underwriting fees.
- In the event of any of the following circumstances, the company shall note the circumstance on the cover in a prominent font:
- Where there has been a change in the code of the TDRs, the original stock code shall be printed along with the new stock code in the fiscal year in which such change occurred and in the 2 consecutive fiscal years thereafter.
- Where there has been a change in the company name, the change shall be disclosed by printing the new and old names adjacently in the fiscal year in which such change occurred and in the 2 consecutive fiscal years thereafter.
- Where TDRs are issued in connection with a merger or acquisition (including merger or consolidation, acquisition, or demerger) or acquisition of another company's shares, if there are any restrictions on transfer or pledge of the issued TDRs, such restrictions shall be noted.
- A prospectus prepared in order to register for public offering and issuance of securities shall note on its front cover that it is a draft version for the purpose of such registration.
- The inside front cover of the prospectus shall have the following items relevant to the current issue printed in sequential order:
- Sources of the paid-in capital before the current issue, including the respective amounts from cash capital increase, capital increase through capitalization of retained earnings, capital increase through capitalization of capital reserve, capital increase in connection with a merger, or other sources of funds, and the respective ratios thereof to the paid-in capital amount.
- The prospectus distribution plan: specify the places where the prospectus will be displayed, the distribution methods, and the methods for requesting and obtaining the prospectus.
- Name, address, web address, and telephone number of the shareholder services agent.
- Name, address, web address, and telephone number of the depositary institution.
- Name, address, web address, and telephone number of the custodian institution.
- Name, address, web address, and telephone number of the credit rating institution.
- Names of the CPAs who attested the financial report for the most recent year and the domestic CPAs who reviewed it, and the CPA firm names, addresses, web addresses, and telephone numbers.
- Name of the domestic lawyers who prepared the legal opinion, and the name, address, web address, and telephone number of the law firm. If opinions of any other lawyers are used (e.g. lawyers of the country of registration and the country of the principal place of business), the above information for those lawyers shall also be disclosed together.
- Names, job titles, contact telephone numbers, and e-mail addresses of the spokesperson and deputy spokesperson.
- Company information (including addresses, web addresses, and phone numbers of the head office and any branches, and the name, job title, contact telephone number, and e-mail address of the litigious and non-litigious agent within the ROC).
- Address of website on which can be queried trading information of the country where the securities represented by the TDRs are listed and information on the finances and business of the company.
- The content of the prospectus shall specify the following items:
- Company overview (including a company and group introduction, group structure, risk matters, capital stock, directors, supervisors, managerial officers, and major shareholder information).
- Operations overview (including business scope, competitive strategy, business objectives, strategy, and plan; market, production, and sales overview; major contracts, and any other matters requiring supplementary explanation).
- Issue plan and fund utilization plan (including the price-setting method for the current issue and an analysis of the fund utilization plan) and matters stipulated therein.
- Financial overview (including summary financial data, financial statements, and a review and analysis of the financial condition and operating results, for the most recent 5 fiscal years, and other important matters).
- Status of corporate governance operations and other matters requiring supplementary explanation.
- Dividend policy and its implementation status.
- The concluding opinion of the securities underwriter's evaluation.
- Legal opinion issued by a lawyer.
- The principal content of the custody agreement (or other custody documents) and the depositary agreement.
- Any matters requiring attention in connection with restrictions on securities transactions by foreigner nationals, tax burdens, and tax payment procedures, of the secondary exchange (or OTC) listed company's country of registration and country in which its shares are listed.
- The highest, lowest, and average market prices of the stock represented by the TDRs for the most recent 6 months on any securities trading markets on which it is listed and the closing price on the business day preceding the filing date. Except in cases of public sale of TDRs prior to initial exchange listing (or OTC listing), a note shall also be made stating the differences in each of the aforesaid market prices between the markets on which the security is listed. If the period of listing has been less than 6 months, the stated period may be the actual period of listing.
- Rights exercisable by, or restrictions placed on, holders of the securities represented by the TDRs.
- For sponsored issuance of TDRs for purposes of conversion or performance of obligations in connection with exercise of foreign convertible bonds or corporate bonds with warrants listed for trading on an overseas securities market, the issuance rules for the convertible bonds or corporate bonds with warrants.
- Those who have retained an FSC-approved or -recognized credit rating institution to conduct a credit rating shall disclose the credit rating report issued by the credit rating institution.
- Any other important stipulations or other matters that the FSC requires to be specified.
- The back cover of the prospectus shall be signed or sealed by more than half of the company's directors and by its general manager.
- The securities underwriter and its responsible person, CPAs, lawyers, and other experts shall sign or seal the prospectus indicating their endorsement of the part for which they are responsible.
The draft prospectus shall be transmitted, as an electronic file in the format prescribed by the FSC, to the information disclosure website specified by the FSC and, within 30 days from the date of receipt of the notice of effective registration, the final amended prospectus shall be transmitted as an electronic file to the information disclosure website specified by the FSC.
A secondary exchange (or OTC) listed company sponsoring issuance of TDRs by a depositary institution shall deliver the prospectus to offerees in advance.
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