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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 42-1     In an underwriting case where an initial listing on a stock exchange or an OTC market involves simultaneous book building and public subscription procedures conducted in accordance with Articles 21 and 21-1, the following matters shall be carried out beginning from the second business day after the book building agreement has been registered with the Taiwan Securities Association:
  1. Day One: Publish a book building announcement (together with a public subscription announcement) and begin accepting book building bids.
  2. Day Two: Public subscription commencement date.
  3. Day Four: Deadline for submission of book building bids and public subscriptions, and deadline for bidders to forward payment to their bank to cover subscription processing fees, subscription payments (calculated on the basis of the ceiling for the anticipated book building price range), and prepaid postage for lottery winner notification.
  4. Day Five:
    1. Set the offering price; the lead underwriter shall notify the TWSE and the Taiwan Securities Association of the actual offering price by 12:30 p.m. on that same day, and after 1:30 p.m. on that same day the TWSE shall disclose the information on its website and transmit it to brokers.
    2. Calculate the over-subscription ratio on the basis of the figure for public subscription volume as provided by the TWSE, and adjust the book building volume and public subscription volume accordingly.
    3. Conduct book building allocation.
    4. Execute underwriting contract.
    5. Date for deduction of subscription processing fees, subscription payments, and prepaid postage for lottery winner notifications; broker's bank undertakes matters regarding deduction of subscribers' subscription processing fees, subscription payments, and prepaid postage for lottery winner notifications.
  5. Day Six:
    1. Date for public drawing of lots. The TWSE undertakes the drawing, then produces and sends report of winner information to each broker, and compiles and reports the information to the lead underwriter for provision to subscribers for their review.
    2. File underwriting contract with the Taiwan Securities Association.
    3. Mail out allocation notices, prospectuses, and payment notices.
  6. Day Seven:
    1. Issue allocation announcement.
    2. Parties allotted shares through book building make payment.
    3. Payment date for subscription processing fees, subscription payments (calculated on the basis of the actual offering price), and postage.
    4. Brokers make no-interest refunds to non-lottery winners of bid deposits and prepaid postage; the subscription processing fees of non-lottery winners are not returned.
    5. If the offering price as set by the lead underwriter is lower than the bid deposit, brokers will make no-interest refunds to lottery winners of the difference between the bid deposit and the actual offering price.
    6. Underwriters shall send lottery winner notifications, prospectuses (or subscription forms), and other relevant materials to lottery winners by express registered mail or by electronic means.
    7. Issuer applies to the TWSE or the TPEx for a securities listing on a stock exchange or an OTC market..
  7. Day Eight: Specified parties make payment (the lead underwriter shall ascertain prior to 12 o'clock noon on that day whether the specified parties have made payment) or underwriters take up shares on their own accounts.
  8. Day Nine:
    1. Shareholders' register is completed.
    2. An issuer delivers certificates of payment to the Taiwan Depository & Clearing Corporation; a company applying for listing on a stock exchange or an OTC market delivers shares to the Taiwan Depository & Clearing Corporation.
    3. Listing of securities on a stock exchange or an OTC market is publicly announced.
  9. Day Ten:
  10. Securities are listed on a stock exchange or an OTC market.
    If a date set forth in any of the subparagraphs under the preceding paragraph 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 specified under paragraph 1 may be changed if necessary by applying to the Taiwan Securities Association for approval.
    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 payment to be made by the bidder, as referred to in paragraph 1 subparagraph 6, item 2 above, shall be the price of the securities subscribed less the book building bid deposit. 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.
    When the securities underwriter referred to in the preceding paragraph accepts a book building bid deposit from a subscriber, it shall follow the requirements as prescribed by Article 12 paragraph 4.
    When an underwriter finalizes its book building allocation list, it may request that allotees pay the subscription price in full, and may cancel the eligibility for allocation of any bidder that fails to act as required.
    An underwriter may not reveal the actual offering price to any outside party before the TWSE discloses it on its website in accordance with paragraph 1, subparagraph 4, item 1.
    If the bids submitted during the book building are too few for the setting of a price, the lead underwriter shall notify the TWSE and the Taiwan Securities Association by the point in time set out in paragraph 1, subparagraph 4. The TWSE will not carry out a public drawing of lots, and brokers shall make no-interest refunds to bidders of bid deposits and prepaid postage for lottery winner notifications on the following business day, but subscription processing fees will not be refunded. Brokers shall also process the payment of subscription processing fees on that same day.