Taiwan: Overseas Securities Issuance Guidelines Revised

On 9 February 2000, the Securities and Futures Commission ("SFC") announced the amended Guidelines for Handling Offering and Issuance of Overseas Securities by Issuers. Major changes include:

• Disclosure required in the prospectus if the issuance is to be entirely offered to the public or if part of the issuance is to be made to specific subscribers;
• Public announcement required within two days after the signing of the contract of seeking specific subscribers, the total number of units to be subscribed by such specific subscribers, the total price subscribed and the relationship with such specific subscribers;
• The SFC may revoke an approval of issuance if the issuer fails to make the issuance in the way as stated in the application form (and the documentation attached thereto) or following the conversion condition in case of overseas convertible bonds and fails to apply with the SFC for a change before the pricing date (singing date); and
• Monthly report on redeemed/converted shares required after the issuance of overseas depository receipts or overseas corporate bonds.

Disclosure requirements on use of proceeds have been amended. The SFC may refuse to render an approval if the plan for use of proceeds in previous offerings are not effectively implemented. A new provision is added where the SFC may refuse to render an approval if company assets are provided to serve as security for another person's debt for reasons out of normal business course.

• The requirement on filing for any change of plan or post-issuance reports to the Investment Commission of the Ministry of Economic Affairs is abolished.
• The number of copies of documents to be submitted to the SFC by an issuer within ten days after the issuance of overseas securities is reduced to one.

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