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Laws & Regulations Database of The Republic of China (Taiwan)

Print Time:2024/11/22 08:21
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Chapter Law Content

Chapter IV Retroactive Handling of Public Issuance Procedures and Other New Share Issue Cases
Section I Retroactive Handling of Public Issuance Procedures
Article 58
In the event that the foreign issuer intends to apply for listing on the stock exchange or for OTC trading of stock that has not been publicly issued under the Act, it shall submit the Registration Statement (Attachment 35), specifying the required particulars, and annexing the required documents such as the stock issue prospectus, to the FSC to file for retroactive handling of public issuance procedures. The filing will become effective after 12 business days from the date on which the FSC and FSC-designated institutions receive its Registration Statement.
The Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses shall apply mutatis mutandis to the information to be provided in the stock issue prospectus under the preceding paragraph.
Article 4, paragraphs 2 to 4, Article 5, paragraphs 2 , 3, 5, and 6, and Article 20 shall apply mutatis mutandis to submission of the Registration Statement under paragraph 1.
If, after effective registration for initial public issuance under paragraph 1, there is discovered any violation of Article 4, paragraphs 2 to 4 herein, or of Article 20, paragraph 1 of the Act, or any circumstance under Article 9, paragraph 1, subparagraph 7, the FSC may void or revoke the effective registration.
A foreign issuer conducting initial public issuance of stock under paragraph 1 shall concomitantly conduct initial public issuance of any employee stock warrants and equity securities that have previously been issued under laws or regulations of the country of registration.
Article 58-1
If individuals, juristic persons, groups, or other institutions from the Mainland Area have direct or indirect shareholding or capital contribution exceeding 30 percent in, or effective control over, a foreign issuer, before the foreign issuer may file for retroactive handling of public issuance procedures, it shall fill out an application form with relevant documentation attached and submit it to the TWSE or GSTM, which shall review and forward them to the FSC for special-case permission.
A foreign issuer filing for special-case permission pursuant to the preceding paragraph shall simultaneously meet the following conditions:
1. Shareholding in the foreign issuer by Taiwanese enterprises is higher than shareholding in the foreign issuer by Mainland Area enterprises.
2. Taiwanese enterprises have effective control over the foreign issuer.
"Taiwanese enterprise" in the preceding paragraph means a juristic person, group, or other institution of the Taiwan Area, or a company in which the same have invested in a third jurisdiction, and in which the same furthermore have direct or indirect shareholding or capital contribution exceeding 30 percent, or have effective control. If the Taiwanese enterprise engages in investment in the Mainland Area, it shall additionally obtain permission from the Investment Commission, Ministry of Economic Affairs.
"Mainland Area enterprise" in paragraph 2 means a juristic person, group, or other institution of the Mainland Area, or a company in which the same have invested in a third jurisdiction in accordance with Article 3 of the Regulations Governing Permission for People from the Mainland Area to Invest in the Taiwan Area, but does not include Taiwanese enterprises and foreign-invested enterprises incorporated in the Mainland Area.
"Foreign-invested enterprise" in the preceding paragraph means an enterprise incorporated in the Mainland Area and the total capital of which is invested by foreign investors.
Article 59
When a foreign issuer files for initial public issuance of stock, the FSC may reject the filing if any of the following circumstances exists:
1. The attesting CPA issues an audit report containing a disclaimer of opinion or adverse opinion.
2. The attesting CPA issues an audit report containing a qualified opinion that affects the fair presentation of the financial report.
3. The case review forms prepared by the foreign issuer or reviewed by the attesting CPA show any violation of laws or regulations or the articles of incorporation, and the circumstances are serious.
4. The legal opinion issued by a lawyer indicates any violation of laws or regulations or the articles of incorporation, and the circumstances are serious.
5. Any of the following circumstances arise in the CPA special audit of the efficacy of the internal control system design or implementation:
A. Failure of the audited company to provide a statement regarding the efficacy of the internal control system design or implementation.
B. The CPA review report indicates material deficiencies in the design or implementation of the audited company's internal control system and failure to improve them, or contains a disclaimer of opinion.
6. Employee stock warrants or equity securities have previously been issued under laws or regulations of the country of registration, but concomitant public issuance is not conducted for the warrants along with the stock.
7. The FSC discovers a violation of law or regulation, where the circumstances are serious.
8. A foreign issuer in which individuals, juristic persons, groups, or other institutions from the Mainland Area have direct or indirect shareholding or capital contribution exceeding 30 percent, or effective control, fails to obtain the special permission from the FSC.
9. The FSC otherwise deems necessary to protect the public interest.
Article 59-1
For securities privately placed pursuant to the Act by a primary exchange (or OTC) listed company or emerging stock company, and for any securities that are distributed, converted, or subscribed subsequent to the private placement, the company shall, 3 full years after the delivery date of the privately placed securities, carry out public issuance procedures with the FSC, before it may apply to the TWSE or the TPEx for listing on the exchange or trading on the OTC market.
To carry out public issuance pursuant to the preceding paragraph, it shall be necessary to file with the FSC registration statements (Attachments 35-1 to 35-7) specifying all the required particulars, together with the required supporting documents, and the provisions of Articles 68 to 71 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall apply mutatis mutandis.
Article 59-2
Under any of the following circumstances, the FSC may engage the TWSE or TPEx to handle matters in connection with suspension of the public issuance of the stock of a foreign issuer:
1. In the case of a primary exchange listed company, the stock is delisted from the TWSE.
2. In the case of a primary OTC listed company, the OTC trading of the stock is terminated by the TPEx for reasons other than for purposes of listing on the TWSE.
3. In the case of an emerging stock company, the OTC trading of the stock is terminated by the TPEx for reasons other than for purposes of listing on the TWSE or the TPEx.
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