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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 55     A primary exchange (or OTC) listed company filing for registration for a sponsored issue of overseas depositary receipts using either new shares issued for a capital increase or using shares that have already been issued shall file the respective Registration Statement for a Sponsored Issue of Overseas Depositary Receipts corresponding to the nature of the case (Attachments 24 to 28), specifying the required particulars, together with the required supporting documents, and may proceed with the issue only after the registration filing with the FSC becomes effective.
    When a primary exchange (or OTC) listed company filing for registration of a sponsored issue of overseas depositary receipts using new shares issued for a capital increase, it shall state the basis for setting the issue price, the reasonableness thereof, and any effects on shareholders' equity and refer the same to a shareholders meeting for approval by resolution.
    If any directors, supervisors, managerial officers, or shareholders holding more than ten percent of the total shares of a primary exchange (or OTC) listed company intends to engage the depositary institution to reissue overseas depositary receipts in an amount not exceeding the number of those shares for which the overseas depositary receipts have already been redeemed they shall file an application (Attachment 29) under Article 22-2, paragraph 1, subparagraph 1 specifying the required particulars, and may proceed with the issue only after the application has been approved by the FSC.
    Overseas depositary receipts reissued under the preceding paragraph shall be limited to those overseas depositary receipts that the deposit contract and custody contract expressly provide may be reissued following redemption.
    The provisions of Chapter II of the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers shall apply mutatis mutandis to a primary exchange (or OTC) listed company sponsoring issuance of overseas depositary receipts.