Regulations Governing the Offering and Issuance of Securities by Securities Issuers Article 64

After the securities holders' registration with the FSC for a secondary distribution in accordance with Article 61 becomes effective, in addition to the requirement that listed or OTC stocks shall be sold by the underwriter, the holders shall request the underwriter to conduct firm commitment underwriting. Additionally, to comply with paragraph 2 of Article 71 of the Act, it shall be prescribed in the underwriting agreement that more than 50 percent of the stocks subject to the underwriting shall be subscribed by the underwriter. However, if its share transfer plan for the next 3 years has been approved by the competent authority in charge of the enterprise and such authority has produced an opinion that its accounting system is sound, it can be exempted from the aforementioned percentage requirement regarding subscription by the underwriter.The underwriter shall explain the method and basis for the pricing of the secondary distribution.