Search Result

Article Content

 
Chapter I General Provisions
1     These Guidelines are prescribed for review and approval of offering and issuance of overseas securities by issuers.
Article 1  These Guidelines are prescribed for review and approval of offering and issuance of overseas securities by issuers.
Article 2  A public company whose shares are listed on the stock exchange or traded on the over-the-counter market (hereinafter referred to as a "listed company" or an "OTC company", as the case may be) may apply for offering and issuance of overseas corporate bonds, overseas stocks or sponsoring in issuance of overseas depositary receipts and apply for trading of its issued stocks on offshore stock exchange.  A public company who has entered into the listing contract with the Taiwan Stock Exchange Co. or the OTC trading contract with the Taiwan OTC Exchange may apply for offering and issuance of overseas stocks or sponsoring in issuance of overseas depositary receipts concurrent with its domestic offering.  A company who is neither a listed nor OTC company may apply for offering and issuance of overseas corporate bonds and exchangeable bonds with the right to exchange into the stocks of a listed or OTC company held by it.
2     A public company whose shares are listed on the stock exchange or traded on the over-the-counter market in accordance with Article 3 of the Guidelines for Examination of Securiites Traded on Over-the-Counter Markets of the Republic of China Over-the-Counter Securities Exchange (hereinafter referred to as a "listed company" or an "OTC company meeting Article 3 of the Examination Guidelines for Trading on OTC Market", as the case may be) may apply for offering and issuance of overseas corporate bonds, overseas stocks or sponsoring in issuance of overseas depositary receipts and apply for trading of its issued stocks on offshore stock exchange.
    A public company who has entered into the listing contract with the Taiwan Stock Exchange Co. or who has applied and entered into the OTC trading contract with the Taiwan OTC Exchange in accordance with Article 3 of the Guidelines for Examination of Securiites Traded on Over-the-Counter Markets of the Republic of China Over-the-Counter Securities Exchange may apply for offering and issuance of overseas stocks or sponsoring in issuance of overseas depositary receipts concurrent with its domestic offering.
    A company who is neither a listed company nor an OTC company meeting Article 3 of the Examination Guidelines for Trading on OTC Market may apply for offering and issuance of overseas corporate bonds and exchangeable bonds with the right to exchange into the stocks of a listed company or an OTC company meeting Article 3 of the Examination Guidelines for Trading on OTC Market held by it.
3     The term "sponsor in issuance" as used herein refers to the sponsorship by issuer to assist in implementing the offering plan for overseas depositary receipts and to provide financial information to the depositary institution pursuant to the deposit agreement.
    The term "depositary institution" as used herein refers to a financial institution located outside the territory of the Republic of China and issues overseas depositary receipts pursuant to the securities regulations of its home country.
    The term "custodian institution" as used herein refers to a bank located within the territory of the Republic of China and has been approved by the Ministry of Finance to engage in custodian business.
    The term "overseas depositary receipts" as used herein refers to the receipts issued by a depositary institution outside the territory of the Republic of China pursuant to the securities regulations of such country to evidence the securities held in the custody of a custodian institution.
Article 3  The term "sponsor in issuance" as used herein refers to the sponsorship by issuer to assist in implementing the offering plan for overseas depositary receipts and to provide financial information to the depositary institution pursuant to the deposit agreement.  The term "depositary institution" as used herein refers to a financial institution located outside the territory of the Republic of China and issues overseas depositary receipts pursuant to the securities regulations of its home country.  The term "custodian institution" as used herein refers to a bank located within the territory of the Republic of China and has been approved by the Ministry of Finance to engage in custodian business.  The term "overseas depositary receipts" as used herein refers to the receipts issued by a depositary institution outside the territory of the Republic of China pursuant to the securities regulations of such country to evidence the securities held in the custody of a custodian institution.
Article 4  The issuer shall not apply for offering and issuance of overseas securities upon the existence of any of the following events:  1. Where there is any violation of Paragraph 2 of Article 247 of the Company Law or Article 249 of the Company Law, the company shall not issue unsecured overseas corporate bonds;  2. Where there is any violation of Paragraph 1 of Article 247 of the Company Law or Article 250 of the Company Law, the company shall not issue overseas corporate bonds;  3. Where there is any violation of Article 269, Article 270 or Paragraph 2 of Article 278 of the Company Law, the company shall not issue new shares for overseas depositary receipts or overseas stocks; provided, however, that conversion by overseas corporate bonds holders into overseas depositary receipts or stocks is permitted.
4     The issuer shall not apply for offering and issuance of overseas securities upon the existence of any of the following events:
  1. Where there is any violation of Paragraph 2 of Article 247 of the Company Law or Article 249 of the Company Law, the company shall not issue unsecured overseas corporate bonds;
  2. Where there is any violation of Paragraph 1 of Article 247 of the Company Law or Article 250 of the Company Law, the company shall not issue overseas corporate bonds;
  3. Where there is any violation of Article 269, Article 270 or Paragraph 2 of Article 278 of the Company Law, the company shall not issue new shares for overseas depositary receipts or overseas stocks; provided, however, that conversion by overseas corporate bonds holders into overseas depositary receipts or stocks is permitted.
5     When an issuer applies for the issuance and offering of overseas securities, it shall apply for an approval from this Commission and obtain a consent letter from the competent authority in charge of foreign exchange.
    If the application is incomplete or the particulars required to be specified therein are insufficient and have not been rectified within a time frame as prescribed by this Commission, this Commission may return the application documents.
    An application for amendment shall be filed promptly with this Commission if there is any change in the particulars applied for and documents submitted.
Article 5  When an issuer applies for the issuance and offering of overseas securities, it shall apply for an approval from, or file an effective registration with, this Commission and obtain a consent letter from the competent authority in charge of foreign exchange.  If the application is incomplete or the particulars required to be specified therein are insufficient and have not been rectified within a time frame as prescribed by this Commission, this Commission may return the application documents.  An application for amendment shall be filed promptly with this Commission if there is any change in the particulars applied for and documents submitted.
Article 6  This Commission may disapprove the offering and issuance of overseas securities upon the existence of any of the following events:  1. Where there exists any of the events referred to in Paragraph 1 of Article 156 of the Securities and Exchange Law;  2. Where the previous offering plan of corporate bonds or rights issue has not been implemented pursuant to the planned use of proceeds or schedule without due cause or have not produced reasonable outcome without justification;  3. Where the important contents of this offering and issuance of overseas securities (such as project item, estimated schedule, projected outcome or offering plan) have not been proposed and approved in the board meeting or shareholders meeting;  4. Where the company lends huge capital to others beyond the financing need resulted from business transactions or enters into material irregular transaction and has not rectified at the time of filing the application;  5. Where the company holds a large volume of short-term investment or unutilized assets or real property and has no disposal or development plan;  6. Where the company's financial statements in the most recent 2 years have not been prepared in accordance with the relevant laws and generally accepted accounting principles and the violations are significant;  7. Where the particulars applied for are in violation of other laws and regulations, or a disapproval is deemed by this Commission as necessary for protection of the public interest or national reputation.  The foregoing Item 3 to Item 5 are not applicable to the application for sponsoring in issuance of depositary receipts evidencing the issued stocks or for trading of issued stocks on offshore stock exchange.
6     This Commission may disapprove the offering and issuance of overseas securities upon the existence of any of the following events:
  1. Where there exists any of the events referred to in Paragraph 1 of Article 156 of the Securities and Exchange Law;
  2. Where the implementation of any previous plan for capital increase by cash or issuance of corporate bond has any of the following conditions and no improvement has been made:
    1. The implementation progress is seriously behind schedule without justifiable reason and has not been completed;
    2. The plan is materially changed without justifiable reason and has not been completed;
    3. The plan has been materially changed without being submitted for approval by the shareholders meeting;
    4. The issuer has not complied with Article 8 herein and Item 4 through Item 7 of Paragraph 1 of Article 9 of the Guidelines for Handling Offering and Issuance of Securities by Issuers in the most recent one year;
    5. Reasonable efficiency has not been produced without justifiable reason; provided that this provision shall not apply if the period between the actual completion date and the application date is more than three (3) years.
  3. Where the important contents of this offering and issuance of overseas securities (such as offering plan, source of fund, project item, estimated schedule, possible efficiency expected to be produced, etc.) have not been proposed and submitted to the board meeting or shareholders meeting for discussion and resolution/approval in accordance with the Company Law and Articles of Incorporation;
  4. Where the company lends huge capital to others beyond the financing need resulted from business transactions or enters into material irregular transaction and has not rectified at the time of filing the application;
  5. Where the company holds a large volume of short-term investment or idle assets or real property and has no disposal or development plan;
  6. Where the company provides its assets to secure other person's loan; provided that this provision shall not apply if the asset is provided to secure a subsidiary's loan due to business needs;
  7. Where the ultimate source of fund of this offering and issuance of overseas securities is from the related party of the issuer. The term "related party" referred to herein shall be as defined in the Statements of Financial Accounting Standards No. 6.
  8. Where the company's financial statements in the most recent 2 years have not been prepared in accordance with the relevant laws and generally accepted accounting principles and the violations are significant;
  9. Where the particulars applied for are in violation of other laws and regulations, or a disapproval is deemed by this Commission as necessary for protection of the public interest or national reputation.
    The foregoing Item 3 to Item 7 are not applicable to the application for sponsoring in issuance of depositary receipts evidencing the issued stocks or for trading of issued stocks on offshore stock exchange.
    The term "large volume" referred to in Item 5 of Paragraph 1 above means that the total amount of short-term investment, idle assets and real property held by the company reaches one of the following percentages:
  1. 40% of shareholders' equity in the most recent financial report audited or reviewed by a CPA; or
  2. 60% of the total amount of the overseas securities, calculated based on the par value, to be issued under this application.
7     After an issuer's application for offering and issuance of overseas securities has been approved, if this Commission discovers any of the following situations, it may revoke the approval:
  1. Where the overseas securities have not been fully subscribed to and the proceeds thereof have not been fully collected within three (3) months from the date on which the approval letter of this Commission is received; provided that this Commission may grant an extension of three (3) months upon application therefor with proper reasons and provided further that only one extension shall be allowed.
  2. Where the issuance of overseas depositary receipts is not sponsored or the overseas stock is not offered and issued in accordance with the particulars of application and the method of underwriting stated in the accompanying documents, and no application for change has been filed with this Commission before the date of execution of the deposit agreement or price fixing date for the issuance; provided that this provision shall not apply if the issuer applies for sponsoring in issuance of overseas depositary receipts with issued and outstanding shares or for trading issued and outstanding stocks in offshore securities exchange.
  3. Where the overseas convertible bonds are not issued in accordance with the application particulars, the method of underwriting and the terms and conditions of conversion, and where no application for change has been filed with this Commission before the date of execution of the contract.
  4. Where any provision of this Guidelines or any restriction or prohibition specified in this Commission's notice of approval for application is violated.
Article 7  This Commission may revoke its approval for the offering and issuance of overseas securities granted to an issuer if the overseas securities have not been fully subscribed for and the proceeds thereof have not been fully collected within three (3) months from the date on which the approval letter of this Commission is received; provided that this Commission may grant an extension of three (3) months upon application therefor with proper reasons and provided further that such extension shall be limited to one.  Overseas securities shall not be listed and traded in denomination of New Taiwan Dollar.
Article 8  The issuer of overseas securities shall file a quarterly report to this Commission in the form and by the deadline set by this Commission of the implementation status of the use of proceeds. An application for amendment shall be filed promptly with Investment Commission of Ministry of Economic Affairs or Central Government Authority in charge of its business and this Commission if there is a material change and then a public notice per the regulations shall be made.
8     After the application for offering and issuance of overseas securities has been approved, the issuer shall comply with the following:
  1. Before the completion of the plan for use of fund, it shall disclose the implementation progress of the plan in the annual report and report to this Commission for recordation upon completion of the plan;
  2. In the case of a listed company or an OTC company meeting Article 3 of the Examination Guidelines for Trading on OTC Market, the issuer shall, within 10 days after the end of each quarter, enter the status of its use of fund into the "stock market monitoring system or internet information system" in the form prescribed by this Commission;
  3. If the issuer is a listed company or an OTC company meeting Article 3 of the Examination Guidelines for Trading on OTC Market, and if this Commission requires that the fund raised by it be used for a specific purpose, the issuer shall request the original underwriter to prepare an evaluation opinion in connection with the implementation progress of the fund and the reasonableness of the purpose of the unused fund on a quarterly basis. Within 10 days after the end of each quarter, the issuer shall enter such opinion together with the information referred to in the preceding Item into the "stock market monitoring system or internet information system".
  4. In the event that the plan for use of fund is materially changed, the issuer shall make public announcement, report to the authority in charge of foreign exchange for approval and to this Commission for recordation as required, and submit the change to the shareholders meeting for acknowledgement. In the case of a listed company or an OTC company meeting Article 3 of the Examination Guidelines for Trading on OTC Market, the issuer shall, upon such change and within 10 days after the end of each subsequent quarter, also request the original underwriter to issue an evaluation opinion in connection with the implementation progress of the fund and the reasonableness of the purpose of the unused fund and enter such opinion together with the information referred to in Item 2 above into the "stock market monitoring system or internet informatin system".
Chapter II Overseas Depositary Receipts
9     An issuer applying for sponsoring a depositary institution in issuance of overseas depositary receipts with new shares issued with cash for capital increase or with issued and outstanding shares shall file an Application for Sponsoring Issuance of Overseas Depositary Receipts (Attachments 1 and 2) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.
Article 9  An issuer sponsoring a depositary institution in issuance of overseas depositary receipts shall file an Application for Sponsoring Issuance of Overseas Depositary Receipts (Attachments 1 and 2) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.
Article 10  After the issuance of overseas depositary receipts, no additional depositary receipts shall be issued, except for the following events and unless this Commission has granted its approval:  1. Where depositary receipts have been redeemed and sold, depositary receipts may be re-issued by the depositary institution through purchase by investor itself or by depositary institution on behalf of investor of stock within the amount of the original facility from domestic market and deposits them with the custodian institution; provided that the re-issuance by the depositary institution within the amount of the original facility shall have been authorized and specified in the deposit agreement and custodian agreement.  2. Where new shares are issued as a result of capital increase by cash, recapitalization of earnings or capital surplus, additional depositary receipts corresponding to the amount of the newly issued shares may be issued.  For additional depositary receipts corresponding to the amount of the newly issued shares pursuant to the preceding Paragraph, if the proceeds raised offshore are to be converted into New Taiwan Dollars and used onshore, issuer shall obtain the consent letter from the government authority in charge of foreign exchange before filing the approval for capital increase through cash injection.
10     After the issuance of overseas depositary receipts, no additional depositary receipts shall be issued, except for the following events and unless this Commission has granted its approval:
  1. Where depositary receipts have been redeemed and sold, depositary receipts may be re-issued by the depositary institution through purchase by investor itself or by depositary institution on behalf of investor of stock within the amount of the original facility from domestic market and deposits them with the custodian institution; provided that the re-issuance by the depositary institution within the amount of the original facility shall have been authorized and specified in the deposit agreement and custodian agreement.
  2. Where new shares are issued as a result of capital increase by cash, recapitalization of earnings or capital surplus, additional depositary receipts corresponding to the amount of the newly issued shares may be issued.
    For additional depositary receipts corresponding to the amount of the newly issued shares pursuant to the preceding Paragraph, if the proceeds raised offshore are to be converted into New Taiwan Dollars and used onshore, the issuer shall obtain the consent letter from the government authority in charge of foreign exchange before reporting (applying for) capital increase through cash injection to this Commission.
11     The following particulars shall be specified in the offering plan for overseas depositary receipts:
  1. Purpose of the offering;
  2. Projected date of issuance, total dollar amount, total number of units to be issued, number of the underlying securities represented by overseas depositary receipts and method for determining the issue price;
  3. Rights and obligations of the holders of overseas depositary receipts;
  4. Source of the underlying securities represented by overseas depositary receipts; if the securities evidenced by the depositary receipts are new shares issued for cash injection, and if the shareholders meeting authorizes the board of directors to adjust the issuance amount within the scope of the limit depending on the market status and issue the depositary receipts in one issue, such shall be stated in the offering plan.
  5. Method of underwriting. It shall be expressly stated as to whether all the depositary receipts shall be publicly issued or whether a portion thereof shall be subscribed to by specific person(s) through special agreement. If it is agreed that a portion thereof shall be subscribed to by specific person(s), the purpose of subscription by specific person(s), the total number of units subscribed to by the specific person(s), total dollar amount, and the relation between the specific person(s) and the issuer shall be specified in the offering plan.
  6. Place of issuance and transaction;
  7. In case overseas depositary receipts evidence the new shares issued for cash injection, the use of proceeds and the projected benefits to be derived therefrom;
  8. Allocation of relevant fees incurred during the offering period and the period when the facility remains outstanding; and
  9. Other matters required to be specified by this Commission.
Article 11  The following particulars shall be specified in the offering plan for overseas depositary receipts:  1. Purpose of the offering;  2. Projected date of issuance, total dollar amount, total number of units to be issued, number of the underlying securities represented by overseas depositary receipts and method for determining the issue price;  3. Rights and obligations of the holders of overseas depositary receipts;  4. Source of the underlying securities represented by overseas depositary receipts;  5. Method of underwriting and place on which the prices are to be quoted;  6. In case overseas depositary receipts evidence the new shares issued for cash injection, the use of proceeds and the projected benefits to be derived therefrom;  7. Allocation of relevant fees incurred during the offering period and the period when the facility remains outstanding; and  8. Other matters required to be specified by this Commission.
Article 12  An issuer applying for offering and issuance of overseas depositary receipts shall retain securities underwriter to prepare an evaluation report on the following matters:  1. Feasibility of the offering plan of the overseas depositary receipts;  2. The allocation of expenses incurred for overseas depositary receipts and impact on the shareholders interests;  3. Feasibility and reasonableness of the use of proceeds and its estimated effect, where the securities evidenced by the depositary receipts are new shares issued for cash injection;  4. Reasonableness of pricing formula for the overseas depositary receipts;  5. Legality of the provisions in the deposit agreement and custodian agreement; and  6. Whether there exists any event referred to in Article 6 of these Guidelines and the basis for evaluation thereof shall be explained.
12     An issuer applying for offering and issuance of overseas depositary receipts shall retain securities underwriter to prepare an evaluation report on the following matters:
  1. Feasibility of the offering plan of the overseas depositary receipts;
  2. The allocation of expenses incurred for overseas depositary receipts and impact on the shareholders equity;
  3. In the event that the underwriting method provides that a portion of the depositary receipts shall be subscribed to by specific person(s), the reasonableness and legality of the offering plan and the impact on shareholders equity shall be evaluated.
  4. Feasibility and necessity of the offering and issuance plan, reasonableness of use of proceeds, projected progress and the effect expected to be generated, where the securities evidenced by the depositary receipts are new shares issued for cash injection;
  5. Reasonableness of pricing formula for the overseas depositary receipts;
  6. Legality of the provisions in the deposit agreement and custodian agreement; and
  7. Whether there exists any event referred to in Article 4 and Article 6 of these Guidelines and the basis for evaluation thereof shall be explained.
13     When a holder of overseas depositary receipt requests for redemption, it may request the depositary institution to transfer the title of the underlying securities to the holder so requested, or to sell the underlying securities and then pay the sales proceeds after deducting tax and other relevant fees to the holder.
    The holder of depositary receipts may not request for redemption within three (3) months after the issuance of the overseas depositary receipts if the underlying securities for such depositary receipts are new shares issued for cash injection.
Article 13  When a holder of overseas depositary receipt requests for redemption, it may request the depositary institution to transfer the title of the underlying securities to the holder so requested, or to sell the underlying securities and then pay the sales proceeds after deducting tax and other relevant fees to the holder.  The holder of depositary receipts may not request for redemption within three (3) months after the issuance of the overseas depositary receipts if the underlying securities for such depositary receipts are new shares issued for cash injection.
Article 14  After overseas depositary receipts have been issued, the cash dividends distributed, the sales proceeds received for sale of underlying securities from redeemion, the remittance of funds required by investor itself or through depositary institution to acquire stocks in domestic market for re-issue of depositary receipts pursuant to Article 10, Paragraph 1 Item 1 of these Guidelines shall be handled in accordance with the relevant provisions of the Statute for Regulation of Foreign Exchange.
14     After overseas depositary receipts have been issued, the cash dividends distributed, the sales proceeds received for sale of underlying securities from redeemion, the remittance of funds required by investor itself or through depositary institution to acquire stocks in domestic market for re-issue of depositary receipts pursuant to Article 10, Paragraph 1 Item 1 of these Guidelines shall be handled in accordance with the relevant provisions of the Statute for Regulation of Foreign Exchange.
15     The depositary institution shall appoint a local agent to handle opening of securities trading account, exercise of shareholder's rights, applications for foreign exchange and payment of taxes.
Article 15  The depositary institution shall appoint a local agent to handle opening of securities trading account, exercise of shareholder's rights, applications for foreign exchange and payment of taxes.
Article 16  An issuer approved by this Commission to sponsor the issuance of overseas depositary receipts shall, within two (2) days after signing the deposit agreement, make pubic announcement and report to this Commission on the following matters:  1. Total issue dollar amount, issue price and total number of units of overseas depositary receipts, however, if the overseas depositary receipts are for conversion of overseas corporate bonds, the public notice should only show estimated number of units to be issued;  2. The number of the underlying securities and its unit price, however, if the overseas depositary receipts are for conversion of overseas corporate bonds, the public notice should only show estimated number of units to be issued;  3. Place of issuance and listing;  4. Use of proceeds plan and estimated effect if the securities evidenced by the overseas depositary receipts are new shares issued for cash injection;  5. Major impact on the shareholder interests (such as the allocation of expenses incurred from sponsoring the overseas depositary receipts or impact on the shareholding structure, etc.)  Should there be any change in the items referred to in the preceding Paragraph, a public announcement of such change shall be made and a report shall be filed with this Commission within two (2) days after the closing of the offering.
16     An issuer approved by this Commission to sponsor the issuance of overseas depositary receipts shall, within two (2) days after signing the deposit agreement, make pubic announcement and report to this Commission on the following matters:
  1. Total issue dollar amount, issue price and total number of units of overseas depositary receipts, however, if the overseas depositary receipts are for conversion of overseas corporate bonds, the public notice should only show estimated number of units to be issued;
  2. The number of the underlying securities and its unit price, however, if the overseas depositary receipts are for conversion of overseas corporate bonds, the public notice should only show estimated number of units to be issued;
  3. Place of issuance and transaction;
  4. If the underwriting method provides that a portion of the depositary receipts shall be subscribed to by specific person(s), then the purpose for subscription by the specific person(s) through negotiation, the total number of units subscribed to by the specific person(s), total dollar amount, and the relation between the specific person(s) and the issuer shall be publicly announced.
  5. Use of proceeds plan and estimated effect if the securities evidenced by the overseas depositary receipts are new shares issued for cash injection;
  6. Major impact on the shareholder equity (such as the allocation of expenses incurred from sponsoring the overseas depositary receipts or impact on the shareholding structure, etc.)
    Should there be any change in the items referred to in the preceding Paragraph, a public announcement of such change shall be made and a report shall be filed with this Commission within two (2) days after the closing of the offering.
17     An issuer approved by this Commission to sponsor the issuance of overseas depositary receipts shall submit one set of the following documents to this Commission for record within ten (10) days after issuance of the overseas depositary receipts:
  1. Prospectus prepared in accordance with securities laws where offering took place, however, this requirement does not apply to the issuance of overseas depositary receipts for conversion of overseas corporate bonds;
  2. Copy of the deposit agreement;
  3. Copy of the custodian agreement;
  4. Specimen of the overseas depositary receipt;
  5. An opinion letter issued by an attorney-at-law confirming that there is no material discrepancy between the actual offering terms and the contents approved by this Commission; and
  6. Other documents required by this Commission.
    When the issuer provides the depositary institution with any information pursuant to the deposit agreement, a report thereof shall be filed with this Commission within three (3) days after such provision.
Article 17  An issuer approved by this Commission to sponsor the issuance of overseas depositary receipts shall submit the following documents in two counterparts to this Commission for record within ten (10) days after issuance of the overseas depositary receipts:  1. Prospectus prepared in accordance with securities laws where offering took place, however, this requirement does not apply to the issuance of overseas depositary receipts for conversion of overseas corporate bonds;  2. Copy of the deposit agreement;  3. Copy of the custodian agreement;  4. Specimen of the overseas depositary receipt;  5. An opinion letter issued by an attorney-at-law confirming that there is no material discrepancy between the actual offering terms and the contents approved by this Commission; and  6. Other documents required by this Commission.  When the issuer provides the depositary institution with any information pursuant to the deposit agreement, a report thereof shall be filed with this Commission within three (3) days after such provision.
Article 18  After the issuance of overseas depositary receipts, the sponsor shall, within ten (10) days after the end of each month, submit to this Commission and the competent authority in charge of foreign exchange a monthly report on the total units outstanding and total number of the underlying securities evidenced thereby (Attachment 11). In the event that the sponsor issues new shares for cash injection or recapitalization of earning or capital reserve and the depositary institution issues additional depositary receipts pursuant to Article 10, Paragraph 1, Item 2, the sponsor shall, within two (2) days after issuance of the overseas depositary receipts, report to this Commission and the competent authority in charge of foreign exchange the total dollar amount of the overseas depositary receipts, total units and the number of the underlying securities.
18     After the issuance of overseas depositary receipts, the sponsor shall, within ten (10) days after the end of each month, submit to this Commission and the competent authority in charge of foreign exchange a monthly report hereto on the total units outstanding and total number of the underlying securities evidenced thereby (Attachment 10). In the event that the sponsor issues new shares for cash injection or recapitalization of earning or capital reserve and the depositary institution issues additional depositary receipts pursuant to Article 10, Paragraph 1, Item 2, the sponsor shall, within two (2) days after issuance of the overseas depositary receipts, report to this Commission and the competent authority in charge of foreign exchange the total dollar amount of the overseas depositary receipts, total units and the number of the underlying securities.
Chapter III Overseas Corporate Bonds
19     An issuer intending to issue and offer overseas corporate bonds shall file an Application for Offering and Issuance of Overseas Corporate Bonds (Attachments 3-5) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.
    An issuer who has issued and offered overseas corporate bonds and wishes to amend the terms and conditions for conversion into overseas depositary receipts shall file an Application for Offering and Issuance of Overseas Depositary Receipts (Attachments 6 and 7) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.
Article 19  An issuer intending to issue and offer overseas corporate bonds shall file an Application for Offering and Issuance of Overseas Corporate Bonds (Attachments 3-5) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.  An issuer who has issued and offered overseas corporate bonds and wishes to amend the terms and conditions for conversion into overseas depositary receipts shall file an Application for Offering and Issuance of Overseas Depositary Receipts (Attachments 6 and 7) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.
Article 20  When offering and issuing overseas convertible bonds, an issuer shall specify in the offering plan the following particulars:  1. Conversion procedure;  2. Method for determining the terms and conditions of the conversion (including conversion price and conversion period);  3. Conversion price and its adjustment;  4. Entitlement to interest and dividend in the converting year;  5. Method for handling the money that is not enough to convert into one unit of the securities issuable upon conversion;  6. In case of conversion into overseas depositary receipts, type of underlying securities evidenced by overseas depositary receipts, number of securities of each unit of overseas depositary receipts, name of depositary institution and custodian institution and other agreed-upon terms and conditions; and  7. Other important matters agreed upon by the contracting parties. Chapter III of "Guidelines for Issuance and Offering of Securities by Issuer" shall apply mutatis mutandis to matters relating to conversion of overseas corporate bonds, in addition to the international practice.
20     When offering and issuing overseas convertible bonds, an issuer shall specify in the offering plan the following particulars:
  1. Conversion procedure;
  2. Method for determining the terms and conditions of the conversion (including conversion price and conversion period);
  3. Conversion price and its adjustment;
  4. Entitlement to interest and dividend in the converting year;
  5. Method for handling the money that is not enough to convert into one unit of the securities issuable upon conversion;
  6. In case of conversion into overseas depositary receipts, type of underlying securities evidenced by overseas depositary receipts, number of securities of each unit of overseas depositary receipts, name of depositary institution and custodian institution and other agreed-upon terms and conditions; and
  7. Method of underwriting. The method of underwriting shall state whether all the depositary receipts shall be publicly issued or a portion thereof shall be subscribed to by specific person(s) through negotiation. If a portion thereof shall be subscribed to by specific person(s), then the purpose of subscription by specific person(s) through negotiation, number of depositary receipts, total dollar amount, and the relation between the specific person(s) and the issuer shall be specified.
  8. Other important matters agreed upon by the contracting parties.
    Chapter III of "Guidelines for Issuance and Offering of Securities by Issuers" shall apply mutatis mutandis to matters relating to conversion of overseas corporate bonds, in addition to the international practice.
21     An issuer applying for offering and issuance of overseas corporate bonds shall retain securities underwriter to prepare an evaluation report on the following matters:
  1. Feasibility of the offering plan of the overseas corporate bonds;
  2. Impact of offering of overseas corproate bonds on the shareholders interests;
  3. If the underwriting method provides that a portion of the depositary receipts shall be subscribed to by specific person(s), the reasonableness, legality of the offering plan and its impact on shareholders equity shall be evaluated.
  4. Feasibility and necessity of the offering and issuance plan, and reasonableness of the use of proceeds, projected progress and the effect expected to be produced; and
  5. Whether there exists any event referred to in Article 4 and Article 6 of these Guidelines and the basis for evaluation thereof shall be explained;
  6. Other evaluation matters required by this Commission.
Article 21  An issuer applying for offering and issuance of overseas corporate bonds shall retain securities underwriter to prepare an evaluation report on the following matters:  1. Feasibility of the offering plan of the overseas corporate bonds;  2. Impact of offering of overseas corproate bonds on the shareholders interests;  3. Feasibility and reasonableness of the use of proceeds and its estimated effect; and  4. Whether there exists any event referred to in Article 6 of these Guidelines and the basis for evaluation thereof shall be explained;  5. Other evaluation matters required by this Commission.
Article 22  Where the overseas corporate bonds are convertible into overseas depositary receipts and the holder of overseas depositary receipts requests the depositary institution to redeem overseas depositary receipts, Paragraph 1 of Article 13of these Guidelines shall be applicable.
22     Where the overseas corporate bonds are convertible into overseas depositary receipts and the holder of overseas depositary receipts requests the depositary institution to redeem overseas depositary receipts, Paragraph 1 of Article 13of these Guidelines shall be applicable.
23     After the approval by this Commission of the offering plan of overseas corporate bonds, the issuer shall, within two (2) days after signing the agreement, make pubic announcement and report to this Commission on the following matters:
  1. Total issue dollar amount, face value of each bond certificate and issue price;
  2. Coupon rate for the overseas corporate bonds;
  3. Repayment method and term of the overseas corporate bonds;
  4. Type of security, where the bonds are secured;
  5. Conversion terms and conditions and other important agreed-upon terms, where the offering plan provides for conversion;
  6. Place of issuance and transaction;
  7. If the underwriting method provides that a portion of the depositary receipts shall be subscribed to by specific person(s), then the purpose for subscription by the specific person(s) through negotiation, the total number of units subscribed to by the specific person(s), total dollar amount, and the relation between the specific person(s) and the issuer shall be publicly announced;
  8. Use of proceeds plan and estimated effect;
  9. Major impact on the shareholders equity.
    Should there be any change in the items referred to in the preceding Paragraph, a public announcement of such change shall be made and a report shall be filed with this Commission within two (2) days after the closing of the offering.
Article 23  After the approval by this Commission of the offering plan of overseas corporate bonds, the issuer shall, within two (2) days after signing the agreement, make pubic announcement and report to this Commission on the following matters:  1. Total issue dollar amount, face value of each bond certificate and issue price;  2. Coupon rate for the overseas corporate bonds;  3. Repayment method and term of the overseas corporate bonds;  4. Type of security, where the bonds are secured;  5. Conversion terms and conditions and other important agreed-upon terms, where the offering plan provides for conversion;  6. Place of issuance and listing;  7. Use of proceeds plan and estimated effect;  8. Major impact on the shareholders interests.  Should there be any change in the items referred to in the preceding Paragraph, a public announcement of such change shall be made and a report shall be filed with this Commission within two (2) days after the closing of the offering.
Article 24  After approval by this Commission for issuance of overseas corporate bonds, the issuer shall submit the following documents in two (2) counterparts to this Commission for record within ten (10) days after issuance of the overseas corporate bonds:  1. Prospectus prepared in accordance with the securities laws of the country in which the bonds are offered;  2. Copy of the agreement for issuance;  3. Copy of deposit agreement and custodian agreement, if the bonds are convertible into overseas depositary receipts;  4. Copy of paying agency agreement;  5. Copy of purchase agreement;  6. Copy of trust deed;  7. An opinion letter issued by an attorney-at-law confirming that there is no material discrepancy between the terms and conditions of the overseas corporate bonds and the contents approved by this Commission; and  8. Other matters required to be specified by this Commission.
24     After approval by this Commission for issuance of overseas corporate bonds, the issuer shall submit one set of the following documents to this Commission for record within ten (10) days after issuance of the overseas corporate bonds:
  1. Prospectus prepared in accordance with the securities laws of the country in which the bonds are offered;
  2. Copy of the agreement for issuance;
  3. Copy of deposit agreement and custodian agreement, if the bonds are convertible into overseas depositary receipts;
  4. Copy of paying agency agreement;
  5. Copy of purchase agreement;
  6. Copy of trust deed;
  7. An opinion letter issued by an attorney-at-law confirming that there is no material discrepancy between the terms and conditions of the overseas corporate bonds and the contents approved by this Commission; and
  8. Other matters required to be specified by this Commission.
25     An issuer shall, within ten (10) days after the end of each month, submit to this Commission and the competent authority in charge of foreign exchange a Report on the Outstanding Bonds for the preceding month (Attachment 11).
    After conversion of the overseas corporate bonds is accepted by the issuer, the issuer shall, within ten (10) days after completion of a rights issue for cash injection, report to this Commission and Investment Commission of Ministry of Economic Affairs on the share subscription by overseas investors.
Article 25  An issuer shall before the fifth (5th) day of each month submit to this Commission and the competent authority in charge of foreign exchange a Report on the Outstanding Bonds for the preceding month (Attachment 12).  After conversion of the overseas corporate bonds is accepted by the issuer, the issuer shall, within ten (10) days after completion of a rights issue for cash injection, report to this Commission and Investment Commission of Ministry of Economic Affairs on the share subscription by overseas investors.
Chapter IV Overseas Stocks
Article 26  An issuer applying for offering and issuance of overseas stocks or listing its outstanding shares in a foreign securities market shall file an Application for Issuance of Stocks (Attachments 9 and 10) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.
26     An issuer applying for offering and issuance of overseas stocks or listing its outstanding shares in a foreign securities market shall file an Application for Issuance of Stocks (Attachments 8 and 9) specifying therein the required particulars, together with the required supporting documents and may proceed to the issuance only after the approval by this Commission.
27     After the issuance of overseas stocks, no additional stocks shall be issued, except for the following events and unless this Commission has granted its approval:
  1. Where overseas stocks have been sold, investors may purchase stocks from domestic market within the amount of the stocks previously sold and trade them on offshore market;
  2. Where new shares are issued as a result of capital increase by cash, recapitalization of earnings or capital reserve.
    For additional overseas stocks corresponding to the amount of the newly issued shares pursuant to a rights issue for cash injection as referred to in the preceding Paragraph, if the proceeds raised offshore are to be converted into New Taiwan Dollars and used onshore, the issuer shall obtain the consent letter from the government authority in charge of foreign exchange before reporting (applying for) capital increase through cash injection to this Commission.
Article 27  After the issuance of overseas stocks, no additional stocks shall be issued, except for the following events and unless this Commission has granted its approval:  1. Where overseas stocks have been sold, investors may purchase stocks from domestic market within the amount of the stocks previously sold and trade them on offshore market;  2. Where new shares are issued as a result of capital increase by cash, recapitalization of earnings or capital reserve.  For additional overseas stocks corresponding to the amount of the newly issued shares pursuant to a rights issue for cash injection as referred to in the preceding Paragraph, if the proceeds raised offshore are to be converted into New Taiwan Dollars and used onshore, the issuer shall obtain the consent letter from the government authority in charge of foreign exchange before filing the approval for capital increase through cash injection from this Commission.
Article 28  An issuer applying for issuance of overseas stocks shall submit the offering plan which shall specify the following particulars therein:  1. Purpose of the offering;  2. Estimated date of issuance, total number of stocks to be issued, method for determining the issue price per share and total dollar amount;  3. Method of underwriting and place on which the prices are to be quoted;  4. Manner for handling and custody of the stock certificates;  5. In case of new share issuance for cash injection, the use of proceeds and the projected benefits to be derived therefrom;  6. Allocation of expenses incurred from issuance and during the period when the stocks are outstanding;  7.Other important agreed-upon matters; and  8. Other matters required to be specified by this Commission.
28     An issuer applying for issuance of overseas stocks shall submit the offering plan which shall specify the following particulars therein:
  1. Purpose of the offering;
  2. Estimated date of issuance, total number of stocks to be issued, method for determining the issue price per share and total dollar amount;
  3. Place of issuance and transaction;
  4. Method of underwriting. The method of underwriting shall state whether all the depositary receipts shall be publicly issued or a portion thereof shall be subscribed to by specific person(s) through negotiation. If a portion thereof shall be subscribed to by specific person(s), then the purpose of subscription by specific person(s) through negotiation, number of depositary receipts, total dollar amount, and the relation between the specific person(s) and the issuer shall be specified.
  5. Manner for handling and custody of the stock certificates;
  6. In case of new share issuance for cash injection, the use of proceeds and the projected benefits to be derived therefrom;
  7. Allocation of expenses incurred from issuance and during the period when the stocks are outstanding;
  8. Other important agreed-upon matters; and
  9. Other matters required to be specified by this Commission.
29     An issuer applying for offering and issuance of overseas stocks shall retain securities underwriter to prepare an evaluation report on the following matters:
  1. Feasibility of the offering plan;
  2. Expenses allocation and impact on the shareholders interests;
  3. If the underwriting method provides that a portion of the depositary receipts shall be subscribed to by specific person(s), the reasonableness, legality of the offering plan and its impact on shareholders equity shall be evaluated.
  4. Where the stocks are newly issued pursuant to a rights issue for cash injection, the feasibility and necessity of the offering and issuance plan, and reasonableness of the use of proceeds, projected progress and the effect expected to be produced;
  5. Reasonabless of the pricing formula;
  6. Legality of the offshore stock service agency agreement and custodian agreement;
  7. Whether there exists any event referred to in Article 4 and Article 6 of these Guidelines and the basis for evaluation thereof shall be explained.
Article 29  An issuer applying for offering and issuance of overseas stocks shall retain securities underwriter to prepare an evaluation report on the following matters:  1 Feasibility of the offering plan;  2. Expenses allocation and impact on the shareholders interests;  3. Feasibility and reasonableness of the use of proceeds and its estimated effect, where the stocks are newly issued pursuant to a rights issue for cash injection;  4. Reasonabless of the pricing formula;  5. Legality of the offshore stock service agency agreement and custodian agreement;  6. Whether there exists any event referred to in Article 6 of these Guidelines and the basis for evaluation thereof shall be explained.
Article 30  The holder of overseas stocks may sell the stocks in the domestic market; provided, however, that in the event the stocks are new shares issued for cash injection, the holder thereof shall not effect the sale within three (3) months after the issuance of the overseas stocks.
30     The holder of overseas stocks may sell the stocks in the domestic market; provided, however, that in the event the stocks are new shares issued for cash injection, the holder thereof shall not effect the sale within three (3) months after the issuance of the overseas stocks.
31     Where an issuer has issued overseas stocks pursuant to this Commission's approval, a report shall be made to this Commission and a public announcements shall be made within the time limit specified below:
  1. Where the issuance is to raise fund, a public announcement on the following particulars shall be made within two (2) days after the pricing:
    1. number of shares issued, issue price per share and total issue size;
    2. Place of issuance and transaction;
    3. If the underwriting method provides that a portion of the depositary receipts shall be subscribed to by specific person(s), then the purpose for subscription by the specific person(s) through negotiation, the total number of units subscribed to by the specific person(s), total dollar amount, and the relation between the specific person(s) and the issuer shall be publicly announced
    4. Use of proceeds plan and estimated effect, where the stocks are newly issued shares for cash injection;
    5. Major impact on the shareholders equity (allocation of expenses incurred from issuance or impact on shareholding structure).
  2. Where the offering is not to raise fund, a public announcement on the following particulars shall be made within two (2) days after listing:
    1. number of shares listed, listed price per share and total listed size;
    2. Place of listing;
    3. Major impact on the shareholders interests (allocation of expenses incurred from issuance or impact on shareholding structure)
    Should there be any change in the items referred to in Item 1 of the preceding Paragraph, a public announcement of such change shall be made and a report shall be filed with this Commission within two (2) days after the closing of the offering.
Article 31   Where an issuer has issued overseas stocks pursuant to this Commission's approval, a report shall be made to this Commission and a public announcements shall be made within the time limit specified below:  1. Where the issuance is to raise fund, a public announcement on the following particulars shall be made within two (2) days after the pricing:   (1) number of shares issued, issue price per share and total issue size;   (2) Place of issuance and listing;   (3) Use of proceeds plan and estimated effect, where the stocks are newly issued shares for cash injection;   (4) Major impact on the shareholders interests (allocation of expenses incurred from issuance or impact on shareholding structure).  2. Where the offering is not to raise fund, a public announcement on the following particulars shall be made within two (2) days after listing:   (1) number of shares listed, listed price per share and total listed size;   (2) Place of listing;   (3) Major impact on the shareholders interests (allocation of expenses incurred from issuance or impact on shareholding structure)  Should there be any change in the items referred to in Item 1 of the preceding Paragraph, a public announcement of such change shall be made and a report shall be filed with this Commission within two (2) days after the closing of the offering.
Article 32  After the approval by this Commission for issuance and offering of overseas stocks, the issuer shall submit the following documents in two counterparts to this Commission for record within ten (10) days after issuance or listing:  1. Prospectus prepared in accordance with the securities laws of the country where the stocks are offered (not required for those cases where no fund is raised);  2. Copy of overseas stock service agency agreement;  3. Copy of the custodian agreement;  4. An opinion letter issued by an attorney-at-law confirming that there is no material discrepancy between the terms and conditions of actual offering and the contents approved by this Commission; and  5. Other documents required by this Commission.
32     After the approval by this Commission for issuance and offering of overseas stocks, the issuer shall submit one set of the following documents to this Commission for record within ten (10) days after issuance or listing:
  1. Prospectus prepared in accordance with the securities laws of the country where the stocks are offered (not required for those cases where no fund is raised);
  2. Copy of overseas stock service agency agreement;
  3. Copy of the custodian agreement;
  4. An opinion letter issued by an attorney-at-law confirming that there is no material discrepancy between the terms and conditions of actual offering and the contents approved by this Commission; and
  5. Other documents required by this Commission.
33     After the issuance of overseas stocks, the issuer shall, within ten (10) days after the end of each month, submit to this Commission and the competent authority in charge of foreign exchange a Monthly Report on the Liquidity and Redemption of Overseas Stocks (Attachment 12) for the preceding month. In the event that the issuer issues new shares for cash injection or recapitalization of earning or capital reserve and additional new stocks are issued pursuant to Article 27, Paragraph 1, Item 2, the issuer shall, within two (2) days after issuance thereof, report to this Commission and the competent authority in charge of foreign exchange, the number of stocks issued and total dollar amount.
Article 33  After the issuance of overseas stocks, the issuer shall, within ten (10) days after the end of each month, submit to this Commission and the competent authority in charge of foreign exchange a Monthly Report on the Liquidity and Redemption of Overseas Stocks (Attachment 13) for the preceding month. In the event that the issuer issues new shares for cash injection or recapitalization of earning or capital reserve and additional new stocks are issued pursuant to Article 27, Paragraph 1, Item 2, the issuer shall, within two (2) days after issuance thereof, report to this Commission and the competent authority in charge of foreign exchange, the number of stocks issued and total dollar amount.
Chapter V Supplemental Provisions
Article 34  All the application documents shall be prepared in the form set forth in these Guidelines and bundled.
34     All the application documents shall be prepared in the form set forth in these Guidelines and bundled.
35     When issuer makes public announcements and filings pursuant to Articles 7, 18, 23, 25, 31 and 33, a copy shall be sent to the competent government authority in charge of foreign exchange and Investment Commission of Ministry of Economic Affairs.
Article 35  When issuer makes public announcements and filings pursuant to Articles 7, 18, 23, 25, 31 and 33, a copy shall be sent to the competent government authority in charge of foreign exchange and Investment Commission of Ministry of Economic Affairs.
Article 36  When issuer makes public annoucements and filing pursuant to Articles 16, 17, 23, 24, 31 and 32, a copy shall be sent to Taiwan Stock Exchange Co., ROC OTC Exchange and Securities and Futures Institute.
36     When issuer makes public annoucements and filing pursuant to Articles 16, 17, 23, 24, 31 and 32, a copy shall be sent to Taiwan Stock Exchange Co., ROC Over-the-Counter Securities Exchange, Chinese Securities Association, and Securities and Futures Institute.
37     These Guidelines shall come into force on the date of their promulgation.
Article 37  These Guidelines shall come into force on the date of their promulgation.