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Article NO. Content

Title:

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

Amended Date: 2021.03.29 (Articles 3, 5, 6, 8, 9-1, 65 amended,English version coming soon)
Current English version amended on 2015.11.12 
Article 50     For the issuance and offering of bonds, a prospectus shall be prepared. The content of the prospectus shall be prepared as follows:
  1. The provisions of Article 17 and Article 34, respectively, shall apply mutatis mutandis to the issuance of corporate bonds with equity characteristics by primary exchange (or OTC) listed companies and secondary exchange (or OTC) listed companies.
  2. The provisions of the latter part of paragraph 1, and paragraph 2, of Article 20 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall apply mutatis mutandis to the issuance of straight corporate bonds by foreign issuers. However, in the case of secondary exchange (or OTC) listed companies and those meeting the conditions specified by the FSC, on the back cover of the prospectus, the name of the company and name of its responsible person may be specified in lieu of the company seal and signature or seal of the responsible person, and the English prospectus(es) prepared in accordance with the laws and regulations of the country of registration and the country of listing shall also be attached.
     The prospectus referred to in the preceding paragraph shall also specify the following particulars:
  1. Offering Plan for the bonds and the agreed-upon matters.
  2. The concluding opinion of the evaluation report of the securities underwriter and legal opinion issued by a lawyer.
  3. Credit rating certificate issued by a credit rating institution (if any).
  4. Other outstanding bonds.
  5. Trustee agreement.
  6. Paying agency agreement, conversion agency agreement or subscription agency agreement.
  7. Letter of creation of security or provision of guarantee, if any.
  8. Any matters requiring attention in connection with restrictions on securities transactions by foreigner nationals, tax burdens, and tax payment procedures, of the foreign issuer's country of registration and country in which its shares are listed.
  9. The highest, lowest and average market prices for the most recent 6 months of the securities issuable upon conversion, in case of convertible bonds or upon exercise of warrant, in case of corporate bonds with warrants, on the stock exchange where its stocks are listed.
  10. Other important matters agreed upon by the parties or required to be specified by the FSC.
    Where a foreign issuer meets the provisions set out in the proviso to subparagraph 15 of paragraph 1 of the preceding article, the governing law and the court with jurisdiction over litigation shall be disclosed in prominent lettering on the cover of the prospectus.
    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.