Regulations Governing the Offering and Issuance of Securities by Securities Issuers Article 33

The conversion of convertible bonds to stocks is not subject to the restriction of Article 140 of the Company Act that the issuing price of the stocks may not be below par value.The conversion price for convertible bonds issued by an emerging stock company may not be lower than the weighted average trade price for the company's common shares during the period preceding the price determination date, nor may it be lower than the company's net value per share as reported in the financial reports for the most recent fiscal period, audited and attested (or reviewed) by CPAs, and a recommending securities firm shall be retained to give an opinion on the reasonableness of the issuing price.The issuing and conversion price for convertible bonds issued by a company whose shares are neither listed on an exchange nor traded on an OTC market shall not be lower than the company's net value per share as reported in the financial reports for the most recent fiscal period, audited and attested (or reviewed) by CPAs, and a CPA shall be retained to give an opinion on the reasonableness of the issuing price.
中文原文 發行人募集與發行有價證券處理準則第33條
轉換公司債轉換股份時,不受公司法第一百四十條關於股票發行價格不得低於票面金額規定之限制。
興櫃股票公司發行轉換公司債之轉換價格,不得低於定價日前一段時間普通股加權平均成交價格,且不得低於最近期經會計師查核簽證或核閱之財務報告每股淨值,並應洽推薦證券商對發行價格之合理性表示意見。
未上市或未在證券商營業處所買賣之公司發行轉換公司債之轉換價格不得低於最近期經會計師查核簽證或核閱之財務報告每股淨值,並應洽會計師對發行價格之合理性表示意見。

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