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Revised Draft of Amended Articles of Regulations Governing the Offering and Issuance of Securities by Securities Issuers and related regulations Preannounced, To Be Announced and Implemented Soon

2021-03-18
    In response to the new innovative boards, deregulation, and amendment of the Company Act, the FSC proposes amendment to  the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers", the "Regulations Governing the Offering and Issuance of Securities by Foreign Issuers", the "Regulations Governing the Offering and Issuance of Overseas Securities by Issuers", the "Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses", the "Standards Governing Eligibility of Securities for Margin Purchase and Short Sale", and the "Regulations Governing Book-Entry Operations for Centrally Deposited Securities". The amendments are summarized as follows:
I.  In response to new innovative boards:
(I)  To accelerate innovative enterprises' entry into the capital market to raise capital, seek growth and reduce the burden of preparations and lead time, explicit rules are put in place to allow companies who apply for listing and trading on the Taiwan Stock Exchange (TWSE)  Taiwan Innovation Board (TIB) or for registration on the Pioneer Stock Board(PSB) for trading on the Taipei Exchange (TPEx) and file for initial public offerings to submit the financial statements for the last fiscal year included in the prospectus.
(II)  Given most innovative enterprises are in the early stage of their businesses, the operational risks are higher, and their securities can be traded only by qualified investors. Hence, provisions are made to require that the fact be stated in a clearly visible font on the cover of the prospectus to inform investors.
(III)  TIB listed companies that issue new shares for capital in its IPOs as well as in its transferring to the main board, should follow the existing rules for first time TWSE/TPEx listing and for moving listing from TWSE to TPEx or TPEx to TWSE, including to provide experts’ evaluation opinions.
(IV)  Calculation methods for benchmark prices of emerging stocks on the PSB are added in response to the fact that the trading method for emerging stocks on the PSB follows the automatic matching mechanism and the price negotiation mechanism for TPEx listed stocks. The trading method differs from negotiated trading based on prices quoted by recommending securities firms.
(V)  Given the trading volume and liquidity for PSB listed companies remain to be seen, securities borrowed、securities traded on margin, and day trades of securities will not be included in the early stage.
II.  Others: To give companies more flexibility in raising capital, "merger and acquisition" was added as an eligible purpose of fundraising. In addition, where the acquired company is not a company engaged primarily in securities trading, the company may be exempted from the rejection provision on large idle funds. In response to change of article numbers in the Company Act and change of the paragraphs quoted and the transitional provisions for phased adoption of IFRS for public companies have been deleted.
      
To support the development of innovative enterprises, provide more channels for raising capital, and expand Taiwan's capital markets , TWSE and the TPEx will further build out Taiwan's multi-level capital market framework by launching a TIB and a PSB, respectively. The FSC, TWSE, and TPEx will amend relevant regulations in the first quarter of 2021, set up needed systems in the second quarter of 2021, and launch officially in the third quarter of 2021. It is estimated that there will be about 10 applying companies each board within one year after launching.

Contact: Mr. Tseng, Head of Corporate Finance Division, Securities and Futures Bureau
Telephone: (02)2774-7401
Please direct all correspondence and inquiries to:FSCmail
Visitor: 1917   Update: 2021-03-19
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