Regulations Governing the Offering and Issuance of Overseas Securities by Issuers Article 10

With regard to an issuer's offering and issuance of overseas securities, after a registration becomes effective or approval of application is granted, the FSC may revoke or annul the registration or the approval if it discovers any of the following situations:1.The overseas securities have not been fully subscribed to and the cash proceeds thereof have not been fully collected within 3 months from the date on which the FSC's notice of effective registration is received; provided, however, that the FSC may grant an extension of 3 months upon application where proper reasons have been given (only one extension shall be allowed).2.The issuance of overseas depositary receipts is sponsored, or the overseas stock is offered and issued, using a method that is at variance with the particulars of registration (application) and the issuance rules set forth in the accompanying documents, and no application for change has been filed with the FSC before the date of execution of a deposit contract or the date of fixing the price for the issuance; provided, however, that this provision shall not apply if the issuer registers (applies) to use outstanding shares to sponsor issuance of overseas depositary receipts, or to use outstanding shares to engage in trading on offshore stock exchanges.3.Overseas convertible bonds or bonds with warrants are not issued in accordance with registration (application) particulars, the statement of issuance methods, and other conversion rules or warrant exercise rules, and where no application for change has been filed with the FSC before the date for fixing the price of the issue.4.Violation of Article 20, paragraph 1 of the Act.5.Violation of Article 8 herein.6.Violation of, or failure to perform, any undertaking made at the time it offered and issued securities, where the circumstances are serious.7.During the period from the date on which registration becomes effective until the date on which the securities offering is completed, any publicly disclosed financial forecasts or issued information is inconsistent with the registration documentation, and there is a material impact on the securities price or shareholders equity.8.There is a violation of any provision of these Regulations, or of any restriction or prohibition that was in place at the time of the FSC's notice of effective registration or approval of application.Subparagraphs 1 to 3 and 7 of the preceding paragraph do not apply to a registration for issuance of overseas depositary receipts pursuant to Article 12-1.Overseas securities shall not be listed and traded overseas in New Taiwan Dollars.
中文原文 發行人募集與發行海外有價證券處理準則第10條
發行人募集與發行海外有價證券,於申報生效或申請核准後,經發現有下列情形之一,本會得撤銷或廢止其申報生效或核准:
一、自申報生效通知到達之日起,逾三個月尚未募足並收足現金款項者。
但其有正當理由申請延期,經本會核准,得再延長三個月,並以一次為限者,不在此限。
二、參與發行海外存託憑證或募集與發行海外股票,未依申報(請)事項及所附書件記載之發行方式發行且未於存託契約簽約日或發行訂價日前向本會申請變更者。
但對於發行人申報(請)以已發行股份參與發行海外存託憑證或以已發行股票至國外證券市場交易者,不在此限。
三、募集與發行海外公司債,附轉換條件或認股權者,未依申報(請)事項及所附書件記載之發行方式及轉換或認股條件發行且未於發行訂價日前向本會申請變更者。
四、違反本法第二十條第一項規定情事者。
五、違反第八條規定情事者。
六、違反或不履行辦理募集與發行有價證券時所出具之承諾,情節重大者。
七、自申報生效之日起至有價證券募集完成之日止,對外公開財務預測資訊或發布之資訊與申報書件不符,且對證券價格或股東權益有重大影響者。
八、其他有違反本準則規定或本會於通知申報生效或申請核准時之限制或禁止規定者。
前項第一款至第三款及第七款規定,對於依第十二條之一規定申報發行海外存託憑證者,不適用之。
海外有價證券於海外不得以新臺幣掛牌交易。

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