Regulations Governing the Offering and Issuance of Securities by Securities Issuers Article 25

Except as otherwise regulated by laws, an issuer registering the issuance of secured corporate bonds backed by stocks of another company shall comply with the following:1. The collateral shall be restricted to stocks, owned for 1 year or more by the issuer, of a listed company or a company whose shares are traded at the business places of securities firms in accordance with Article 3 of the TPEx Review Rules. The said collateral may not be attached with any restriction such as the creation of a pledge, restricted trading in the Stock Exchange market or an OTC market, change of trading method, or suspended trading.2. The value of the collateral upon registration may not be lower than 150 percent of the principal and interest to be borne by the subject corporate bonds to be issued.3. The collateral shall be mortgaged or pledged to the trustee of creditors, and it shall be noted in the trust contract that during the term of the corporate bond, the trustee shall daily evaluate the collateral based on its closing price. In case where the value of the collateral decreases to the extent that the collateral maintenance ratio is lower than a certain percentage of the principal and interests to be borne by the subject corporate bonds to be issued, the trustee shall promptly notify the issuer to settle the shortfall. The issuer shall settle the shortfall within 2 business days upon receipt of notification from the trustee, and shall state in the trust contract the actions to be taken when the issuer fails to settle the shortfall within the time limit, as well as the mandatory responsibilities of the trustee.
中文原文 發行人募集與發行有價證券處理準則第25條
發行人申報募集與發行以持有其他公司股票作為擔保品之有擔保公司債案件,除法令另有規定者外,應符合下列規定:
一、擔保品應以持有滿一年以上之其他上市公司股票或依櫃買中心審查準則第三條規定在證券商營業處所買賣之公開發行公司股票為限,且該擔保品不得有設定質權、限制上市或上櫃買賣、變更交易方式或屬停止買賣等之任何限制。
二、申報時擔保品價值不得低於原定發行之公司債應負擔本息之百分之一百五十。
三、應將擔保品設定抵押權或質權予債權人之受託人,並於受託契約明訂,於公司債存續期間,由受託人每日以該擔保品之收盤價進行評價。
擔保品發生跌價損失致擔保維持率低於原定發行之公司債應負擔本息之一定成數時,受託人應即通知發行人補足差額。
發行人除應於收到受託人通知日起二個營業日內補足差額外,並應於受託契約中載明發行人未能於期限內補足差額之處置方法及受託人應負擔之責任。

English translation for reference only; the Chinese text prevails. Not legal advice.