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A public company with a net profit and no accumulated deficit for the most recent fiscal year shall use the public offering method to issue securities, except in any of the following circumstances in which a private placement may be conducted:
- The company is a public company formed by one single government or juristic-person shareholder.
- The capital raised through private placement is to be used entirely in the introduction of a strategic investor(s).
- The company is an TWSE listed, TPEx listed, or emerging-stock company to which a circumstance is likely to occur under Article 7 or 8 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, where for justifiable reason the company, in urgent need of capital, is unable to achieve the reasonable improvement of the situation necessary for a public offering to be conducted, and has been granted approval by the Taiwan Stock Exchange Corporation ("TWSE") or Taipei Exchange ("TPEx"). Nevertheless, in no event may a placee under the private placement be an insider or related party of the company.
A company conducting a private placement shall collect the price of the shares or subscription in full within 15 days starting from the day on which the board of directors resolves on the price determination date. However, if the private placement additionally requires an approval from the FSC or another competent authority, the company shall collect the price of the shares or subscription in full within 15 days from the date it receives the approval of the FSC or the other competent authority.
When a TWSE (or TPEx) primary listed company or a foreign emerging stock company conducts a private placement of corporate bonds, it shall obtain an approval letter from the Central Bank in advance, and shall submit filings to the Central Bank in accordance with Point 5, paragraph 3.
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