Company Act Article 248-1

Company Act Article 248-1Aug. 1, 2018
A company issuing convertible bonds or corporate bonds with warrants to specific creditors in accordance with the provision of the preceding paragraph shall be approved by the meeting of the board of directors as provided for in Article 246 and by the resolution of shareholders' meeting. However, a public company shall comply with the provisions otherwise stipulated by the competent authority in charge of securities affairs.

Company Act Article 248-1Aug. 1, 2018

A company issuing convertible bonds or corporate bonds with warrants to specific creditors in accordance with the provision of the preceding paragraph shall be approved by the meeting of the board of directors as provided for in Article 246 and by the resolution of shareholders' meeting. However, a public company shall comply with the provisions otherwise stipulated by the competent authority in charge of securities affairs.

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Company Act Article 248Aug. 1, 2018
When a company plans to issue corporate bonds, an application setting forth therein the following particulars shall be filed with the competent authority in charge of securities affairs: 1. The name of the company; 2. The total amount of corporate bonds to be issued and the value of each bond; 3. The interest rate payable on the corporate bonds; 4. The method and deadline date for redemption of the corporate bonds; 5. The plan for raising and the method for custody of the funds raised; 6. The purpose for which the funds raised by issuing corporate bonds are to be used, and the plan for using such funds; 7. If corporate bonds have been issued in the past, the amount of such bonds remains unredeemed; 8. The value or the minimum value at which corporate bonds are to be issued; 9. The total number of authorized shares of the company and the total number and the amount of shares actually issued; 10. The amount of balance of all existing assets of the company after deducting all liabilities and intangible assets; 11. The financial statements which should be prepared and submitted pursuant to the requirements of the competent authority in charge of securities affairs; 12. The name or title of the trustees of all holders of the corporate bonds, and the covenants made in the mandates except for the issuance of corporate bonds to specific creditors; 13. The name or title and the address of the bank or the post office to collect payments on behalf of the company; 14. The name or title of the underwriter or the distributing agent(s), if any, and the covenants contained in the mandate; 15. The type, name and evidential documents of the security or collateral, if any, provided for issuing the corporate bonds; 16. The name or title and the evidential documents of the guarantor(s), if any, for the issuance of the corporate bonds; 17. The facts or the current status of previous contract violating act or delay in payment of principal and interest of indebtedness of the company in respect of the corporate bonds previously issued or other liabilities incurred by the company, if any; 18. If the corporate bonds to be issued are convertible into shares, the method of such conversion; 19. If share subscription warrants is associated with the corporate bonds to be issued, the method for exercising such option; 20.The minutes of the meeting of the board of directors involved; 21. Other matters pertaining to the issuance of the corporate bonds, or other requirements stipulated by the competent authority in charge of securities affairs. Issue of corporate bonds, convertible bonds, or corporate bonds with warrants to specific creditors shall be free from the restrictions set out in Item 2, Article 249 and Item 2, Article 250 hereof provided, however, that the company shall, within 15 days after the issuance thereof, submit to the authority in charge of securities affairs for its records a report on the issuance thereof accompanied with relevant supporting information. Companies eligible for issuing corporate bonds to specific creditors shall not be limited to the companies listed on centralized trading floor or over the counter trading places, and the companies whose shares are issued to the public. The number of creditors to whom the corporate bonds are to be issued shall not exceed 35 persons, but this limitation shall not apply, if the subscribers are of financial institutions. In the event of any change in any of the particulars declared under the preceding Paragraph, the company shall file to the competent authority in charge of securities affairs an application for correction. The responsible person(s) who fail(s) to apply for such correction shall be subject to a fine of not less than NT$ 10,000 but not more than NT$ 50,000 to be imposed by the competent authority in charge of securities affairs. The information as required in Item 7; Items 9 through 11; and Item 17 of Paragraph I under this Article shall be audited and certified by a certified public accountant; while the information as required in Items 12 through 16 shall be verified and certified by a practicing lawyer. The trustees as required in Item 12, Paragraph I under this Article shall be limited to banking and trust enterprises, and shall be appointed at the time when applying for issue of corporate bonds and shall be paid by the company for their services. In the event the aggregate number and value of the corporate bonds convertible into shares as set forth in Item 18 or of the aggregate number and value of the shares subscribable under Item 19 of Paragraph I of this Article plus the total number of outstanding shares, the total number of shares convertible from the corporate bonds previously issued, the total number of shares subscribable by holders of the share subscription warrants associated to the special shares previously issued, and the total number of shares subscribable by holders of share subscription warrants previously issued exceeds the total number of shares specified in the articles of incorporation, the issue of convertible corporate bonds may be effected only after a change or alteration of the Articles of Incorporation for increasing the amount of capital stock has been made. Details >

Company Act Article 248Aug. 1, 2018

When a company plans to issue corporate bonds, an application setting forth therein the following particulars shall be filed with the competent authority in charge of securities affairs:

1. The name of the company;
2. The total amount of corporate bonds to be issued and the value of each bond;
3. The interest rate payable on the corporate bonds;
4. The method and deadline date for redemption of the corporate bonds;
5. The plan for raising and the method for custody of the funds raised;
6. The purpose for which the funds raised by issuing corporate bonds are to be used, and the plan for using such funds;
7. If corporate bonds have been issued in the past, the amount of such bonds remains unredeemed;
8. The value or the minimum value at which corporate bonds are to be issued;
9. The total number of authorized shares of the company and the total number and the amount of shares actually issued;
10. The amount of balance of all existing assets of the company after deducting all liabilities and intangible assets;
11. The financial statements which should be prepared and submitted pursuant to the requirements of the competent authority in charge of securities affairs;
12. The name or title of the trustees of all holders of the corporate bonds, and the covenants made in the mandates except for the issuance of corporate bonds to specific creditors;
13. The name or title and the address of the bank or the post office to collect payments on behalf of the company;
14. The name or title of the underwriter or the distributing agent(s), if any, and the covenants contained in the mandate;
15. The type, name and evidential documents of the security or collateral, if any, provided for issuing the corporate bonds;
16. The name or title and the evidential documents of the guarantor(s), if any, for the issuance of the corporate bonds;
17. The facts or the current status of previous contract violating act or delay in payment of principal and interest of indebtedness of the company in respect of the corporate bonds previously issued or other liabilities incurred by the company, if any;
18. If the corporate bonds to be issued are convertible into shares, the method of such conversion;
19. If share subscription warrants is associated with the corporate bonds to be issued, the method for exercising such option;
20.The minutes of the meeting of the board of directors involved;
21. Other matters pertaining to the issuance of the corporate bonds, or other requirements stipulated by the competent authority in charge of securities affairs.

Issue of corporate bonds, convertible bonds, or corporate bonds with warrants to specific creditors shall be free from the restrictions set out in Item 2, Article 249 and Item 2, Article 250 hereof provided, however, that the company shall, within 15 days after the issuance thereof, submit to the authority in charge of securities affairs for its records a report on the issuance thereof accompanied with relevant supporting information. Companies eligible for issuing corporate bonds to specific creditors shall not be limited to the companies listed on centralized trading floor or over the counter trading places, and the companies whose shares are issued to the public.

The number of creditors to whom the corporate bonds are to be issued shall not exceed 35 persons, but this limitation shall not apply, if the subscribers are of financial institutions.

In the event of any change in any of the particulars declared under the preceding Paragraph, the company shall file to the competent authority in charge of securities affairs an application for correction. The responsible person(s) who fail(s) to apply for such correction shall be subject to a fine of not less than NT$ 10,000 but not more than NT$ 50,000 to be imposed by the competent authority in charge of securities affairs.

The information as required in Item 7; Items 9 through 11; and Item 17 of Paragraph I under this Article shall be audited and certified by a certified public accountant; while the information as required in Items 12 through 16 shall be verified and certified by a practicing lawyer.

The trustees as required in Item 12, Paragraph I under this Article shall be limited to banking and trust enterprises, and shall be appointed at the time when applying for issue of corporate bonds and shall be paid by the company for their services.

In the event the aggregate number and value of the corporate bonds convertible into shares as set forth in Item 18 or of the aggregate number and value of the shares subscribable under Item 19 of Paragraph I of this Article plus the total number of outstanding shares, the total number of shares convertible from the corporate bonds previously issued, the total number of shares subscribable by holders of the share subscription warrants associated to the special shares previously issued, and the total number of shares subscribable by holders of share subscription warrants previously issued exceeds the total number of shares specified in the articles of incorporation, the issue of convertible corporate bonds may be effected only after a change or alteration of the Articles of Incorporation for increasing the amount of capital stock has been made.

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Company Act Article 246Aug. 1, 2018
A company may, by a resolution adopted by the Board of Directors, invite subscription for corporate bonds, provided that the reasons for the said action as well as other relevant matters shall be reported to the meeting of shareholders. The aforesaid resolution shall be adopted by a majority of directors at a meeting attended by two-thirds or more of the total number of directors. Details >

Company Act Article 246Aug. 1, 2018

A company may, by a resolution adopted by the Board of Directors, invite subscription for corporate bonds, provided that the reasons for the said action as well as other relevant matters shall be reported to the meeting of shareholders.

The aforesaid resolution shall be adopted by a majority of directors at a meeting attended by two-thirds or more of the total number of directors.

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