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In Response to the Consolidation and Planning of the Emerging Stock Market, Four Laws and Regulations Including the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” Are Amended and Will Be Announced Soon

2023-12-21
In order to make the multi-level capital market concise and clear, and to urge small businesses to enter the capital market early to raise funds for their development, the Financial Supervisory Commission (hereinafter referred to as the FSC) has approved the Taipei Exchange (hereinafter referred to as TPEx) to plan the consolidation of the Emerging Stock Market (including the Emerging Stock Board and the Pioneer Stock Board), as well as the comprehensive adoption of a simple public offering mechanism; the new system will be implemented next year (2024). In conjunction with the above, the FSC has studied the amendments to four laws and regulations, including the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers (hereinafter referred to as the Offering and Issuance Regulations),” the “Regulations Governing the Offering and Issuance of Securities by Foreign Issuers (hereinafter referred to as the Offering and Issuance Regulations for Foreign Issuers),” the “Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses (hereinafter referred to as the Regulations on Prospectus),” and the “Regulations Governing Book-Entry Operations for Centrally Deposited Securities (hereinafter referred to as the Regulations on TDCC Book-Entry).” The advance notice procedure for the amended articles has been completed, and the amended versions will be released and implemented soon. The key points of the amendments are as follows:
1. The relevant provisions of the Pioneer Stock Board are deleted in line with the consolidation of the Emerging Stock Market: The deletion includes the definition of terms for companies on the Pioneer Stock Board, reference price calculation methods for publicly and privately offered securities, information that should be disclosed in the prospectuses, and provisions on centralized settlement (amendments to Articles 3 and 14 of the Offering and Issuance Regulations, Article 3 of the Offering and Issuance Regulations for Foreign Issuers, Article 3 of the Regulations on Prospectus, and Article 29 of the Regulations on TDCC Book-Entry).
2. Companies are allowed to adopt the simple public offering mechanism to apply for Emerging Stock Board registration: For the provision that the latest annual financial report may be attached to the prospectus for the reporting of the first public offering, which is originally applicable to companies applying for registration on the Pioneer Stock Board, the applicability is expanded to all companies applying for registration on the Emerging Stock Board (amendment to Article 28 of the amended Regulations on Prospectus)
3. The implementation dates are clearly specified: It is clearly specified that the amended articles of the Offering and Issuance Regulations, the Offering and Issuance Regulations for Foreign Issuers, and the Regulations on Prospectus will be implemented on January 1, 2024; the Regulations on TDCC Book-Entry will be implemented on January 4, 2024 in line with the settlement requirement for the final trading day of the Pioneer Stock Board (amendments to Article 76 of the Offering and Issuance Regulations, Article 66 of the Offering and Issuance Regulations for Foreign Issuers, Article 39 of the Regulations on Prospectus, and Article 35 of the Regulations on TDCC Book-Entry).
The FSC stated that the Emerging Stock Market will be returned to a preparatory market with a single board and a clearer positioning after the amendments, and the expansion that emerging market companies may adopt a simple public offering mechanism will help enterprises reduce the lead time for entering the capital market. In addition, the FSC will supervise the TPEx in implementing relevant supporting measures for emerging market companies which adopt simple public offering and registration to protect the rights and interests of investors, and strengthen the planning of explanation and propaganda to the market and investors. In the future, the FSC will continue to monitor international development trends and the implementation status, and promptly review relevant systems in a rolling manner to enhance the competitiveness of Taiwan’s capital market.

Contact unit: Securities Issuance Group, Securities and Futures Bureau
Tel: (02) 2774-7476
If you have any questions, please write to: 
http://fscmail.fsc.gov.tw/FSC-SPS/SPSB/SPSB01002.aspx
 
Visitor: 1013   Update: 2023-12-27
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