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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 7     When a foreign issuer files for public offering and issuance of securities, the FSC may reject the filing case if any of the following circumstances exists:
  1. The particulars registered are in violation of acts and regulations, or there are any misrepresentations or false statements contained in the application;
  2. The attesting CPA issues an audit report containing a disclaimer of opinion or adverse opinion.
  3. The attesting CPA issues an audit report containing a qualified opinion that affects the fair presentation of the financial report.
  4. The case review forms prepared by the foreign issuer, reviewed by the attesting CPA, or issued by the lead securities underwriter indicate any violation of laws or regulations or the articles of incorporation and such violation will affect the offering and issuance of securities.
  5. A legal opinion issued by a lawyer indicates a violation of acts or regulations has occurred that affects the offering and issuance of the securities.
  6. The evaluation report issued by the securities underwriter fails to clearly indicate the feasibility, necessity, and reasonableness of the current plan to offer and issue securities.
  7. The foreign issuer files any case under paragraph 1 of the preceding article within 3 months after receiving notice from the FSC rejecting, voiding, or revoking a case filed by the foreign issuer under these Regulations or after the foreign issuer has withdrawn such a filing. This restriction does not apply, however, if the present case is for issuance of new shares or sponsored issuance of depositary receipts in connection with a merger, with acquiring shares of another company, or an acquisition or demerger.
  8. Breach or non-performance of a commitment made at the time of the application for listing or OTC trading of stock, where the circumstances are serious and remain uncorrected.
  9. The FSC discovers a violation of law or regulation, where the circumstances are serious, or the FSC deems it necessary to reject the case to protect the public interest.
    Article 4 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall apply mutatis mutandis to circumstances under which a foreign issuer may not offer and issue securities.