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Article 40
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When a secondary exchange (or OTC) listed company issues TDRs within the scheduled issuance period referred to in the preceding article, it shall deliver the simplified prospectus to offerees in advance, and on the next business day after each time it has completed collection of the funds, submit the Shelf Registration Supplement for an Issue of Taiwan Depositary Receipts (Attachment 16), complete with all required information, together with required documents, to the FSC for recordation.
The content of the simplified prospectus referred to in the preceding paragraph, 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 country of listing, shall also specify the following items:
- The front cover, inside front cover, and back cover of the prospectus shall contain the items specified in Article 34, paragraph 1, subparagraphs 1, 2, 4, and 5, and additionally "Simplified Prospectus" shall be printed in a prominent font on the front cover. The inside front cover also shall state the web address and the places that investors can review the prospectus prepared under Article 34.
- The content of the simplified prospectus shall specify the following items:
- Permitted issuance period, total number of units for issuance under the shelf registration, number of units already issued, and remaining number of units that may be issued.
- Company overview (including capital stock, directors, supervisors, managerial officers, and major shareholder information).
- Operations overview (including market, production, and sales overview; major contracts, and any other matters requiring supplementary explanation).
- Issue plan, fund utilization plan, and matters stipulated therein.
- Financial statements (but not including the financial statement notes and annexes)
- The securities underwriter's evaluation opinion regarding whether the secondary exchange (or OTC) listed company complies with paragraphs 4 and 5 herein and with Article 39 hereof and the concluding opinion of the evaluation.
- Legal opinion issued by a lawyer.
- The highest, lowest, and average market prices of the securities 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, and 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.
- Any changes or new additions that were subsequently made to any content of the previous prospectus.
- If there have been any changes in any content of the depositary agreement or custody agreement, the changes shall be disclosed.
The simplified prospectus referred to in the preceding paragraph shall, prior to each issue, be transmitted, as an electronic file in the format prescribed by the FSC, to the information disclosure website specified by the FSC.
When the secondary exchange (or OTC) listed company issues TDRs during the scheduled issuance period referred to in the preceding article, if there is any change in CPA or lead underwriter engaged by it, any CPA or lead underwriter that it engages shall still be required respectively to comply with the requirements of paragraph 1, subparagraph 6 or 7 of the preceding article.
When the secondary exchange (or OTC) listed company issues TDRs during the scheduled issuance period referred to in the preceding article, if there is any violation of Article 7, Article 8, or paragraph 1 of the preceding article, the FSC may void or revoke the TDRs of that secondary issue.
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