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Article 49
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When offering and issuing bonds, a foreign issuer shall specify in the offering plan the following particulars:
- Projected date of issuance.
- Coupon rate.
- Method for payment of interest.
- Interest payment date(s).
- Type of the bonds, face value, and the aggregate amount of the issue.
- The availability of collateral or guarantee.
- Name of the trustee for the creditors and the major terms and conditions. (The trustee shall be limited to a financial institution or trust enterprise only.)
- Method for repayment (e.g. repayment at maturity, pre-mature repayment, redemption or put) and the relevant dates thereof.
- Paying agent.
- Method of underwriting and intended place of listing.
- Use of proceeds and projected benefits thereof; however, for offering and issuance of straight corporate bonds, the projected benefits from use of the proceeds are not required to be specified.
- Offering period and approach to be taken in case of under-subscription.
- In case of issuance and offering of convertible bonds, the following particulars shall be specified:
- Conversion procedure.
- Conversion agent.
- Method for determining the terms and conditions of the conversion (including conversion price, conversion period, types of the securities to be converted, etc.).
- A foreign issuer that sponsors issuance of TDRs to enable the execution of conversions shall state the type of the underlying securities represented by the TDRs, the quantity of securities underlying each unit of TDRs, the names of the depositary institution and custodian institution, the schedule for issuance of the TDRs, and other particulars as required per stipulation.
- Conversion price adjustment.
- Entitlement to interest and dividends in the converting year.
- Method for handling the money that is not enough to convert into one unit of the securities issuable upon conversion.
- Rights and obligations after the conversion.
- In case of issuance and offering of corporate bonds with warrants, the following particulars shall also be specified:
- Total number of units of the warrants to be issued, number of shares that can be subscribed per warrant and total number of shares to be issued upon exercise of warrants.
- Warrant exercise procedure.
- Subscription agent.
- Method for determining the terms and conditions for the warrants (including warrant price, warrant exercise period, and the types of securities that can be subscribed for).
- For corporate bonds with detachable warrants, the total number of warrant units to be issued and the method for calculating the price per unit of the warrants.
- Where a foreign issuer sponsors issuance of TDRs to perform its stock option obligations, it shall state the type of the underlying securities represented by the TDRs, the quantity of securities underlying each unit of TDRs, the names of the depositary institution and custodian institution, the schedule for issuance of the TDRs, and other particulars as required per stipulation.
- Warrant price adjustment.
- Method for payment of the share price upon exercise of warrants.
- Rights and obligations after exercise of warrants.
- The fact that the governing law of the contract shall be the laws of the ROC. However, when the conditions of Article 45, paragraph 1, subparagraphs 1 to 3 are met, law other than the laws of the ROC may be adopted as the governing law of the contract.
- The fact that, in case of litigation, the District Court of Taipei, Taiwan shall have jurisdiction. However, if the governing law of the contract is law other than that of the ROC, other courts may be stipulated as having jurisdiction over litigation.
- The details of any stipulations regarding arbitration, if arbitration is stipulated.
- Other important matters agreed upon by the contracting parties.
Foreign issuers filing to offer and issue straight corporate bonds, convertible bonds, or corporate bonds with warrants shall be limited to primary exchange (or OTC) listed companies and secondary exchange (or OTC) listed companies, unless the foreign issuer meets FSC-specified conditions or is an emerging stock company entitled to file to offer and issue straight corporate bonds.
Where TDRs are obtained through conversion of corporate bonds or the exercise of stock options, the provisions of Article 37, paragraph 1 shall apply when the holder of the receipts asks the depositary institution to redeem them.
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