Regulations Governing the Offering and Issuance of Securities by Securities Issuers｜第 70 條｜證券暨期貨管理｜Regulation｜In Force
第 六 章｜金融監督管理委員會｜v1.0
Effective Date: 2025-07-01｜Last Amended: 2025-05-05
In any of the following circumstances, the FSC may reject a filing by a public company for registration to conduct cases set forth in Article 68: 1. Less than 3 years have elapsed since the delivery date of the privately placed securities. 2. A lawful resolution has not been adopted by a shareholders meeting or board of directors meeting in accordance with Article 43-6 of the Act. However, this restriction does not apply where a final judgment of guilty has been handed down, the full term of the sentence has been served, and post-approval of the shareholders meeting or board of directors has been submitted. 3. The placees and their number do not comply with the provisions of Article 43-6 of the Act. However, this restriction does not apply where a final judgment of guilty has been handed down, the full term of the sentence has been served, and post-approval of the shareholders meeting or board of directors has been submitted. 4. A report is not submitted within 15 days to the competent authority for recordation in accordance with Article 43-6, paragraph 5 of the Act, or there is failure to input information regarding the private placement of securities into the information reporting website designated by the FSC in accordance with the Directions for Public Companies Conducting Private Placements of Securities. However, this restriction does not apply where a sanction has duly been imposed and an administrative fine has been paid and the report has subsequently been submitted. 5. Prior to carrying out a private placement of securities, failure to enumerate and explain the relevant matters in the notice of reasons for convening of the shareholders meeting or the meeting notice the relevant matters in accordance with Article 43-6, paragraph 6, of the Act and the Directions for Public Companies Conducting Private Placements of Securities, or prior to carrying out multiple issues, failure to enumerate or explain in advance the relevant matters in the notice of reasons for convening of the shareholders meeting. However, this restriction shall not apply where a sanction has duly been imposed, an administrative fine has been paid, the required matters have been enumerated and explained in a notice of reasons for convening of a shareholders meeting, and the case has been approved at the shareholders meeting. 6. Failure to submit for resolution by the shareholders meeting the pricing basis and reasonableness of and related expert opinions on the private placement of securities in accordance with the Directions for Public Companies Conducting Private Placements of Securities, and the circumstances are serious, provided that this restriction shall not apply if the same have already subsequently been submitted and been approved by the shareholders meeting. 7. A subscription to the current private placement of securities by an insider or a related party of the issuing company fails to comply with the provisions under the Directions for Public Companies Conducting Private Placements of Securities, and the circumstances are serious. However, this restriction does not apply if a letter of approval issued by the Taiwan Stock Exchange or the Taipei Exchange has been obtained. 8. When resolution for a private placement of securities is passed by a shareholders meeting of a company that had a net profit and no accumulated deficit in the preceding fiscal year, and the company fails to comply with the requirements of the Directions for Public Companies Conducting Private Placements of Securities, and the circumstances are serious in nature. However, this restriction does not apply if a letter of approval issued by the Taiwan Stock Exchange or the Taipei Exchange has been obtained. 9. Failure to have the price of the shares or subscription paid up in full within the time period prescribed in the Directions for Public Companies Conducting Private Placements of Securities. 10. Implementation of the plan for the private placement of securities is seriously behind schedule without legitimate reason, and that plan has not been completed, has undergone a material change, or cannot yield reasonable results, provided that this restriction does not apply where more than 5 years has already elapsed from the date of payment for the privately placed securities to the time of filing. 11. Securities trading has been restricted under Article 139, paragraph 2 of the Act and the FSC has not yet lifted the restriction. 12. The attesting CPAs issue a disclaimer of opinion or an adverse opinion in the audit report. 13. The attesting CPAs issue a qualified opinion in the audit report, where such qualified opinion would affect the fair presentation of the financial reports. 14. The Case Review Form prepared by the issuer and reviewed and issued by the attesting CPAs reveal any violation of laws or regulations or the company's articles of incorporation, where the violation is serious. 15. Less than 3 full years have elapsed since delivery of privately placed convertible corporate bonds there has been an exercise of conversion rights. 16. The FSC discovers any violation of laws or regulations, where the violation is serious.
公開發行公司申報辦理第六十八條之案件，有下列情形之一，本會得退回其案件： 一、自該私募有價證券交付日起未屆滿三年。 二、未依本法第四十三條之六規定經股東會或董事會合法決議。但經有罪判決確定，服刑期滿並補提股東會或董事會追認者，不在此限。 三、私募時之對象及人數未符合本法第四十三條之六規定。但經有罪判決確定，服刑期滿並補提股東會或董事會追認者，不在此限。 四、未依本法第四十三條之六第五項規定及公開發行公司辦理私募有價證券應注意事項將辦理私募有價證券資訊輸入本會指定之資訊申報網站。但已經依法處分並繳納罰鍰，且補辦申報者，不在此限。 五、未依本法第四十三條之六第六項及公開發行公司辦理私募有價證券應注意事項規定於有價證券私募股東會召集事由或開會通知中列舉並說明相關事項或分次辦理未事先於股東會召集事由列舉並說明相關事項。但已經依法處分並繳納罰鍰，且將應於股東會召集事由中列舉並說明之事項提股東會通過者，不在此限。 六、未依公開發行公司辦理私募有價證券應注意事項將私募訂價依據、合理性及專家意見，提股東會決議，情節重大者。但已補提股東會通過者，不在此限。 七、公司內部人或關係人認購本次私募有價證券未符合公開發行公司辦理私募有價證券應注意事項規定，情節重大者。但取得證券交易所或財團法人中華民國證券櫃檯買賣中心核發同意函者，不在此限。 八、股東會決議辦理私募有價證券前一年度為稅後純益且無累積虧損之公司，未依公開發行公司辦理私募有價證券應注意事項規定辦理，情節重大者。但取得證券交易所或財團法人中華民國證券櫃檯買賣中心核發同意函者，不在此限。 九、未依公開發行公司辦理私募有價證券應注意事項規定期間內完成股款或價款收足者。 十、私募有價證券計畫無正當理由執行進度嚴重落後且尚未完成、計畫經重大變更或未能產生合理效益。但私募有價證券繳款日距申報時已逾五年者，不在此限。 十一、曾經本法第一百三十九條第二項規定限制有價證券買賣，尚未經本會解除限制者。 十二、簽證會計師出具無法表示意見或否定意見之查核報告。 十三、簽證會計師出具保留意見之查核報告，其保留意見影響財務報告之允當表達者。 十四、發行人填報、簽證會計師複核出具之案件檢查表，顯示有違反法令或公司章程，情節重大者。 十五、私募交換公司債自交付日起未滿三年而有行使交換權之情事者。 十六、經本會發現有違反法令，情節重大者。