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Article NO. Content

Title:

Taiwan Securities Association Rules Governing Underwriting and Resale of Securities by Securities Firms  CH

Amended Date: 2021.03.31 (Articles 4-1, 6, 7, 8, 9, 11, 18, 21-3, 22-1, 22-2, 23, 24, 25, 27-1, 28, 30, 40, 41, 42-1, 43, 43-1, 44, 52, 52-1, 73 amended,English version coming soon)
Current English version amended on 2016.04.12 
Article 41     Where an underwriting case (other than one handled in accordance with the provisions of the preceding paragraph) is handled as prescribed by Article 21, Article 22, and Article 22-1, and all units are offered through a book building process, after the price has been set and the underwriting contract has been registered with the Taiwan Securities Association, the following matters shall be carried out:
  1. Day One: Publish an underwriting announcement and begin mailing subscription notices, prospectuses, related subscription notices, and notices of payment due.
  2. Day Two: Payment date, and date for refund of book building bid deposits not corresponding to allocated securities.
  3. Day Three: Payment deadline; issuer applies to the TWSE or the TPEx for a securities listing on a stock exchange or an OTC market.
  4. Day Four: Complete compilation of related registers.
  5. Day Five: Announcement of securities listing on a stock exchange or an OTC market.
  6. Day Six: Securities are issued and listed on a stock exchange or an OTC market.
    In an underwriting carried out as set forth under Article 22 subparagraph 4, the requirements set forth in subparagraphs 4, 5, and 6 above (concerning application to the TWSE or the TPEx for a listing on a stock exchange or an OTC market) shall not apply.
    If a date set forth in any of the subparagraphs under paragraph 1 falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be postponed accordingly.
    The dates set forth under paragraph 1 may be changed if necessary by applying for approval with the Taiwan Securities Association.
    If a company listed on a stock exchange or an OTC market carrying out a cash capital increase through an issue of preferred shares uses the book building method to allocate all shares (other than those securities set aside for subscription by the company's employees) that are put up for underwritten distribution and public sale, those shares allocated to the company's employees may be handled in accordance with the provisions of paragraph 1, provided that said employees can comply with the payment period specified in paragraph 1.
    In an underwriting case handled in accordance with the provisions of Article 21 or Article 22, paragraph 1, subparagraphs 1 to 3 and subparagraph 5, when a bidder submits a book building bid form, the securities underwriter may collect from the bidder a book building bid deposit equal to all or part of the value of the securities bid for.
    The phrase "book building bid deposits not corresponding to allocated securities" in paragraph 1 subparagraph 2 means the book building bid deposits paid by unsuccessful bidders, and bid deposits paid by lottery winners in excess of the amount required for securities actually allocated to them.
    The payment to be made by the bidder as referred to in paragraph 1 subparagraph 2 shall be the price of the securities subscribed to less any book building bid deposit to be refunded (or not refunded) to the bidder in accordance with the provisions of the preceding paragraph. In the event a bidder does not fulfill his payment obligation within the allotted time, the securities underwriter may confiscate the book building bid deposit and shall retain for its own account said securities at the price offered to the bidder.
    A securities underwriter when collecting book building bid deposits as prescribed by paragraph 5 shall do so by means of a trust, and shall specify in the trust contract the handling of default by the bidder and the damages for default..