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Companies whose stock is listed and traded on the Taipei Exchange (TPEx), and issuers of straight corporate bonds, financial bonds, NTD-denominated foreign bonds, convertible corporate bonds, exchangeable corporate bonds, corporate bonds with warrants, corporate bonds with warrants exercised or stripped, beneficial securities, asset-backed securities, and real estate investment trust beneficial securities that are traded on the TPEx, shall comply with applicable laws and regulations, with the Taipei Exchange Rules Governing Securities Trading on the TPEx ("the Rules") and with these Operating Procedures for Replacement Issues of TPEx Listed Securities when making replacement issues of stocks, warrants, or corporate bonds and bills.
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The following procedures are applicable to a TPEx listed company making a replacement issue of stock, or an issuer applying to make a replacement issue of TPEx listed convertible corporate bonds, exchangeable corporate bonds, or corporate bonds with warrants:
- Pursuant to Article 9-1 of the Rules, for any application for a change to the content of TPEx listed stocks, convertible corporate bonds, exchangeable corporate bonds, or corporate bonds with warrants, the application shall be submitted by letter to the TPEx along with documents including the Application for Change of Contents, a letter issued by the Ministry of Economic Affairs approving registration of the change and a photocopy of the amendment registration form, a proposal for a replacement issue of stocks or bonds, and a sample of the new stock or new convertible corporate bond, exchangeable corporate bond, or corporate bond with warrants, or written undertaking. However, for an application under Article 168-1 of the Company Act, photocopied proof of the change to company registration may be furnished after the Ministry of Economic Affairs has completed registration of the change.
- The TPEx listed company shall, before the date of closure of entries to the shareholders register or of closure by the issuer of entries to the creditors register, and within a time period comparable to the book closure period prescribed in Article 10 of the Rules, submit the application and all relevant documents to the TPEx, and make a report through the Internet information reporting system designated by the TPEx.
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The proposal for a replacement issue of stocks or bonds under the preceding paragraph shall specify the following details:
- The book closure period for the existing stocks or existing convertible corporate bonds, exchangeable corporate bonds, or corporate bonds with warrants, which may not exceed 10 days and may not be less than 5 days. However, this restriction does not apply if there is a necessity to extend the book closure period under the circumstances set forth in Article 168-1 of the Company Act, or as otherwise approved by the TPEx. For a capital reduction due to a demerger, the book closure period may not exceed 20 days and may not be less than 5 days. However, if after the capital reduction, the change in authorized capital results in amendment registration procedures that extend to other registration agencies authorized by the competent authority for the handling of registration matters, the book closure period may not exceed 25 days.
- In the event that the rights and obligations of the new and the existing stocks or the new and the existing convertible corporate bonds, exchangeable corporate bonds, or corporate bonds with warrants are different due to a capital reduction or another reason, a date shall be set for cessation of the trading of the existing stocks or bonds on the market. That date shall be the second business day before the book closure date for the existing stocks or bonds.
- According to Article 165 of The Company Act, the record date for issuing new stock certificates (or certificates of entitlements) or new convertible corporate bonds, exchangeable corporate bonds, or corporate bonds with warrants shall be the fifth day counting inclusively from the book closure date for the existing stocks, convertible corporate bonds, exchangeable corporate bonds, or corporate bonds with warrants.
- The listing date for TPEx trading of the new stocks, convertible corporate bonds, exchangeable corporate bonds, or corporate bonds with warrants shall be set on the same day as the date for cessation of TPEx trading of the existing stocks or bonds.
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The following procedures are applicable to an issuer making replacement issues of TPEx listed straight corporate bonds, corporate bonds with warrants exercised or stripped, financial bonds, foreign straight bonds, beneficial securities, asset-backed securities, and real estate investment trust beneficial securities:
- Pursuant to Article 9-1 of the Rules, changes to the names of TPEx listed corporate bonds shall be formally applied for by submitting the following documents to the TPEx: an Application for Change of Contents, a letter issued by the Ministry of Economic Affairs to approve the change, a photocopy of the Change Registration Form, a proposal for a replacement issue of bonds, and a sample of the new bond certificates or commitment letters issued.
- Issuers are required to submit all relevant documents to the TPEx, and make a report through the Internet information reporting system specified by the TPEx, at least 30 days before the record date of the replacement issue.
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The proposal for a replacement issue of bonds under the preceding paragraph shall specify the following details:
- Confirmation that the new bonds have the same issuance conditions and rights and obligations as the existing bonds.
- The record date for issuing the new bonds, which may not be later than 60 days after the issuer has applied to the TPEx for the name change.
- The listing date for TPEx trading of the new bonds, which may not be later than 60 days after the issuer has applied to the TPEx for the name change.
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Replacement issues of stock warrants by TPEx listed companies shall be subject mutatis mutandis to the same procedures as replacement stock issues.
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These Procedures, and any amendments hereto, shall enter into force after approval and recordation by the competent authority.
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