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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 73     In an underwriting case involving ordinary corporate bonds, financial bonds not involving stock equity, or corporate bonds from which the warrants have been detached, the investors that a securities underwriter is allowed to contact to make a negotiated sale shall be limited to citizens of the Republic of China and parties meeting one of the conditions set out in Article 35, subparagraphs 2 through 6, subject mutatis mutandis to the provisions of Article 36, subparagraphs 7 and 8.The list set out in subparagraph 7 thereunder shall be limited to the underwriting syndicate's juristic-person directors, juristic-person supervisors, and juristic-person shareholders owning more than 10 percent of the company's shares. If the prospective buyers are limited only to professional investors as defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds, it is allowable for the prospective buyers to be the underwriting syndicate's juristic-person directors, juristic-person supervisors, and juristic-person shareholders holding more than 10 percent of the company's shares. However, the terms of issuance accorded to them may not be more more favorable than those accorded to other prospective investors of the same category.
    In an underwriting case involving an offering of beneficial interest securities by a trustee institution or a public offering of asset-backed securities by a special purpose company, the types of investors that a securities underwriter is allowed to contact to make a negotiated sale shall be limited to citizens of the Republic of China and parties meeting one of the conditions set out in Article 35, subparagraphs 2 through 6, subject mutatis mutandis to the provisions of Article 36, subparagraphs 7 and 8; provided, however, that the list set out in subparagraph 7 thereunder shall be limited to the underwriting syndicate's juristic-person directors, juristic-person supervisors, and juristic-person shareholders owning more than 10 percent of the company's shares.
    In an underwriting case involving the beneficial interest securities of a real estate investment trust, the types of investors that a securities underwriter is allowed to contact to make a negotiated sale shall be subject mutatis mutandis to the provisions of Article 35 and Article 43-1, paragraph 1, subparagraphs 15 and 17.
    In an underwriting case involving call (put) warrants, the types of investors that the warrants may be sold to shall be subject to the provisions of the Taiwan Stock Exchange Corporation Rules Governing Review of Call (Put) Warrant Listings as well as the Taipei Exchange Rules Governing Review of Call (Put) Warrants Traded on Over-the-Counter Markets.
    In an underwriting case involving an initial listing on a stock exchange or OTC market of either shares in common stock where the overallotment is handled by means of negotiated sale, the provisions of Articles 35 and Article 43-1, paragraph 1, subparagraphs 8 to 15 and 17 shall apply mutatis mutandis with respect to the parties that a securities underwriter is allowed to engage in the negotiated sale process.