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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 9     The FSC may void or revoke an effective registration for the offering and issuance of securities granted to a foreign issuer where any of the following circumstances is discovered:
  1. Where, in a case in which the foreign issuer has filed for registration of an issue of domestic straight corporate bonds, the offering period exceeds the prescribed period under the Taipei Exchange Rules Governing the Review of Foreign Securities for Trading on the TPEx and the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds.
  2. Where, in a case other than one falling under the preceding paragraph, the securities have not been fully subscribed and the cash proceeds therefrom have not been fully collected within 3 months from the date on which the notification of effective registration from the FSC is received; provided that the FSC may grant an extension of 3 months upon application therefor with legitimate reasons and provided further that such extension shall be limited to one.
  3. Where the particulars registered are in violation of laws and regulations, or there are any misrepresentations or false statements contained in the application.
  4. Where the foreign issuer has failed to apply to the TWSE or TPEx, respectively, for exchange listing or OTC listing or for emerging stock registration, for TDRs, or for domestically offered and issued stocks, or bonds, or where the securities fail to meet exchange (or OTC) listing criteria.
  5. Where the foreign issuer fails to complete the exchange listing or OTC listing or emerging stock registration for its initial public issuance of stock within 6 months from the date on which the notification of effective registration from the FSC has been received.
  6. A serious breach of, or failure to perform, a commitment made at the time securities were offered and issued.
  7. Otherwise for the protection of the public interest, or in the event of a violation of FSC regulations or of a restrictions or prohibitions imposed by the FSC when giving notice of effective registration.

    From the date on which the filing is effectively registered until the date of completion of the securities offering, if the content of any publicly disclosed financial forecast or information released by the foreign issuer is at variance with the filing documents, and where there is a material effect on the price of securities or shareholders' equity, the FSC may revoke or void the effective registration.
    Where an effective registration is obtained by a foreign issuer for the offering and issuance of securities but is subsequently voided or revoked by the FSC pursuant to the provisions of the preceding two paragraphs, securities not yet issued shall not be issued, and in case the proceeds thereof have already been collected, the foreign issuer shall return the proceeds, along with interest computed in accordance with law, within 10 days after receiving the notice of voidance or revocation from the FSC; in case securities have already been issued, the depositary institution shall sell the securities under the custody of the custodian institution and deliver the sales proceeds, after deduction of indispensable fees and expenses, to the holders of securities.
    Where an effective registration is obtained by a foreign issuer for the offering and issuance of bonds or stocks but is subsequently voided or revoked by the FSC pursuant to the provisions of paragraphs 1 or 2 of this Article after the collection of the proceeds, the foreign issuer shall return the proceeds already collected, along with interest computed in accordance with law, through the designated institution within 10 days after receiving the notice of voidance or revocation from the FSC.