When a company registers to offer and issue securities in accordance with Paragraph 2, Article 6 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers or registers the initial public offering of stocks in accordance with Paragraph 1, Article 66 of the same Regulations, unless otherwise provided in Chapter 4 herein (Prospectus for Incorporation by Public Offering), the content of the prospectus shall include items provided in Chapter 2 herein.
When a company that is not listed on a stock exchange or traded on an OTC market issues new shares in connection with a cash capital increase (in which case it is exempted from public offering), corporate bonds or financial bonds with warrant, convertible corporate bonds or financial bonds, or merger and acquisition or acquisition of another company's shares, or when a public company issues employee stock warrants, new restricted employee shares, or again registers public offering and issuance of securities in the same fiscal year, its prospectus shall contain the following information:
1. Front cover, inside cover and back cover: Providing information according to the provisions of Articles 3 ~ 5 herein.
2. Company overview: Providing information according to the provisions of Articles 8 and 9, Subparagraph 2 and 4, Paragraph 1 of Article 10, Subparagraph 2, Items 3 and 4 of Subparagraph 3, Subparagraphs 4 and 7 of Article 11.
3. Overview of operations: Providing information according to the provisions of Items 1 ~ 3, Subparagraph 1, and Items 1 and 2, Subparagraph 2 of Article 20, Subparagraphs 1 and 3 of Article 22 and Article 23.
4. Issuance plan and the status of its implementation: Providing information according to the provisions of Article 25, Article 26, and Subparagraphs 1 ~ 5 of Article 27 herein.
5. Financial overview: Providing information according to the provisions of Subparagraph 4 of Article 28, and Article 29 (excluding the notes and attachments to the financial reports and statements of major accounting items).
6. Matters of special note. Providing information according to the provisions of Item 2 of Subparagraph 1, Subparagraphs 2 ~ 5, Subparagraphs 7 ~ 9, Subparagraphs 13 and 14, Paragraph 1 of Article 32, and Article 33.
When a company registers or applies for issuance of ordinary corporate bonds or financial bonds, its prospectus shall contain the following information:
1. If the target investors are not restricted to professional investors as defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds (referred to as "Taipei Exchange Rules Governing International Bonds" hereunder):
A. Information required for front cover, inside cover and back cover according to the provisions of Articles 3 ~ 5 herein;
B. Issuer's basic company information, issuance rules and planned utilization of funds;
C. Condensed balance sheet and statement of comprehensive income for the most recent three years and for the most recent period;
D. Credit related risks;
E. Securities underwriter's evaluation report; and
F. A statement issued by the securities underwriter, stating that the underwriting fees charged will not be reimbursed or returned to the issuer or its related/affiliated parties or any person designated by either of the preceding two by other means or in other names.
2. If the target investors are restricted to professional investors as defined in the Taipei Exchange Rules Governing International Bonds, information is required according to Items 1, 2, 5 and 6 of the preceding subparagraph.