| Article 89 |
When a TPEx assessment determines that a company receiving advisory counseling meets each of the conditions listed below and is free of any of the disqualifying criteria set out in Article 13-1, paragraph 2, the company shall begin carrying out the procedures for GISA registration:
- It is a company limited by shares incorporated and registered in accordance with the Company Act of the ROC.
- It has established a sound internal control system and accounting system, which are being effectively implemented, and its accounting treatment complies with the Business Accounting Act.
- Its most recent annual financial report has been audited and attested by CPAs.
If a company receiving counseling carries out a pre-GISA registration cash capital increase, its cash capital increase plan shall be reasonable and feasible.
A securities broker may not violate brokerage contract when conducting brokerage trading. In the event that a securities broker breaches the brokerage contract, the principal may report the matter to the TWSE.
Any claim by the principal against the clearing and settlement fund deposited with the TWSE by a securities broker that arises out of breach of contract by the securities broker in brokered market trades shall have the second highest priority after that of the TWSE.
The principal may request the TWSE for payment from the clearing and settlement fund deposited with the TWSE by its contracted securities broker only if it has obtained the consent of the securities broker or a final adjudication of execution or of an arbitral award.
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| Article 13-1 |
When a company receiving counseling registers on the GISA board, it shall comply with all of the following provisions:
- The TPEx will engage a professional shareholder services agency to handle the shareholder affairs of the company receiving counseling. The company receiving counseling shall enter into a shareholder services agency contract with the designated shareholder services agency in accordance with TPEx rules.
- The TPEx will consult with the Taiwan Stock Exchange to obtain a four-digit stock code for the company receiving counseling, to allow the company to carry out information reporting and related matters.
If a company receiving counseling, when raising capital prior to GISA registration, or otherwise prior to GISA registration, experiences any of the following events under these Regulations, the TPEx may immediately suspend its qualification for capital raising through the GISA board or its GISA registration, and may terminate the counseling pursuant to Article 12 of these Regulations:
- An event under Article 23, paragraph 1, subparagraphs 1 to 7 or 12, and the event is material enough to affect its operation.
- An event under Article 23, paragraph 1, subparagraph 8, Article 26, paragraph 1, subparagraph 1, 2, 4, 5, 6, or 7, or Article 27, subparagraphs 3 to 7.
- Another cause for which the TPEx considers it necessary.
If any of the events listed in the preceding paragraph exists when a company receiving counseling carries out a pre-GISA registration cash capital increase, the TPEx may discontinue that capital raising case even if it is in progress, whereupon the subscriptions of any investors who have expressed intent to subscribe will lose validity; if the payment of the stock has already been made by investors, the company receiving counseling shall refund the payment with the interest accrued on the account, and shall bear the processing fees for remittance.
If a company receiving counseling has its qualification for capital raising through the GISA or its GISA registration suspended by the TPEx pursuant to paragraph 2, it shall report to the TPEx by letter an explanation of the irregular events under paragraph 2 and its concrete plan for corrections. Unless the TPEx disagrees with its explanation or plan and terminates the counseling, the company receiving counseling shall issue material information disclosures concerning the aforesaid explanation and plan, and the status of the subsequent corrections, pursuant, mutatis mutandis, to Article 23 of these Regulations. The TPEx, depending on the status of the subsequent corrections, may reinstate the company's qualification for capital raising through the GISA board or its GISA board registration, or terminate the counseling.
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| Article 14 |
When the company receiving counseling carries out a pre-GISA registration cash capital increase in accordance with applicable laws and regulations, apart from a certain percentage of shares that shall be made available for subscription by employees, the remainder shall be made available for subscription by the company’s shareholders in proportion to their shareholding percentages. If employees or shareholders do not fully subscribe the shares and waive their rights to the unsubscribed shares, the portion of shares for which the subscription rights have been waived shall be made available in full number through the GISA for subscription by investors or for subscription by institutional angels only.
The term "institutional angel" in the preceding paragraph means an investor who meets any of the following conditions:
- A professional institutional investor, which means a domestic or foreign bank, insurance company, bills finance company, securities firm, fund management company, government investment institution, government fund, pension fund, mutual fund, unit trust, securities investment trust enterprise, securities investment consulting enterprise, trust enterprise, futures commission merchant, futures service enterprise, or other institution approved by the competent authority.
- A juristic person or fund that has shareholders equity exceeding NT$50 million according to its latest CPA-audited or reviewed financial report, and that has established a dedicated investment unit; however, the financial report of a juristic person outside of the Republic of China need not be CPA-audited or reviewed.
- A trust enterprise that has entered into a trust agreement with a settlor who meets the conditions set forth in the preceding two subparagraphs.
- A venture capital enterprise duly established in accordance with law.
The provisions of the Financial Consumer Protection Act do not apply to institutional angels referred to in the preceding paragraph.
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| Article 15 |
When a company receiving counseling carries out a pre-GISA registration cash capital increase, the total amount of capital stock offered for subscription by investors through the GISA may not exceed NT$30 million. However, when a company receiving counseling has obtained a letter of recommendation or an "Innovation and Creativity Opinion Letter" from a recommending agency at the time of application for GISA registration, it will not be subject to the above NT$30 million restriction.
When a company receiving counseling carries out a pre-GISA registration cash capital increase, within 5 days from the date on which it confirms the number of shares for which subscription rights were waived by employees or shareholders, it shall input its basic company information and information on the cash capital increase into the TPEx-designated information reporting website in the format required by the TPEx. Investors may begin to subscribe the shares only after review by the TPEx and disclosure through the GISA for no less than 5 business days.
During the period when a company receiving counseling carries out a pre-GISA registration cash capital increase, it may neither provide explanations nor issue any forecasting information to the public regarding its business or finances.
The company receiving counseling shall be solely responsible for any error, omission, or misrepresentation in the basic company information and information on the cash capital increase disclosed through the GISA.
A securities broker accepting an order to trade securities shall immediately deliver to the principal the securities bought or the proceeds of the securities sold after it is transacted and settled and, in case it is not transacted, shall forthwith return to the principal the securities or funds received; provided that the securities broker may keep the settlement in funds in the settlement account of the securities firm subject to the consent of the customer, and shall comply with the TWSE Directions for the Creation of Customer Ledgers of Securities Firm Settlement Accounts.
A securities broker delivering the securities or funds referred to in the preceding paragraph, unless otherwise provided, shall request the principal to sign and seal on relevant vouchers so as to complete the procedures. A power of attorney shall be required in the event that the principal appoints another person to sign and seal on its behalf.
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| Article 16 |
Before the principal settles the debt arising out of the brokerage trade, a securities broker may retain the property received from the principal and the sum payable to the principal in connection with the brokerage trade.
A securities broker shall prepare and send to each of its principals a monthly reconciliation statement; provided that the above shall not apply to case where there has not been any trade in that particular month and the principal does not request in writing for the statement.
The format and particulars to be specified in the statement referred to in the preceding paragraph shall be in accordance with the regulations prescribed by the Competent Authority.
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| Article 17 |
When a company receiving counseling carries out a pre-GISA registration cash capital increase, it shall offer through the GISA board for subscription by investors or for subscription by institutional angels only the full number of the shares for which subscription rights were waived by its employees and shareholders. If, in the first subscription, the shares are not fully subscribed, or are fully subscribed but subscribers fail to pay the subscription price by the deadline, the company shall set an appropriate period of time for a second subscription, unless the TPEx gives approval for the company not to hold a second subscription. If the company, with the approval of the TPEx as provided above, does not hold a second subscription, or if in the second subscription the shares are not fully subscribed, or are fully subscribed but subscribers fail to pay the subscription price by the deadline, the company shall without exception refund the subscription price to those who have already paid it, along with the interest accrued on the account, and shall itself bear the processing fees for the remittances. The TPEx will then proceed in accordance with the provisions of Chapter 3 with respect to the company.
If the shares in the first or the second subscription have been fully subscribed, the TPEx shall confirm, following the order in which each subscription occurred or the will of the company, the list of subscribers as a basis for notification regarding payment matters, and shall also notify the professional shareholders agency to confirm related matters, including collection of the full amount of the subscription prices.
If the professional shareholder services agency determines that subscription prices have not been collected in full, it shall notify the company to handle the matter in accordance with paragraph 1. If it determines that subscription prices have been collected in full, it shall notify the company to carry out matters such as information reporting, amendment of its company registration, and delivery of the physical share certificates if any are printed by the issuing company; if the issuing company does not print physical share certificates, it shall register its issued shares with a central securities depository in accordance with Article 161-2 of the Company Act.
(deleted)
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| Article 18 |
A securities dealer shall not directly or indirectly accept orders from others to trade securities on the Exchange.
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