碩士 / 東吳大學 / 法律學系 / 101 / For the purposes to expend the capital markets of Taiwan and attract the overseas enterprises to apply listing in Taiwan, the authority promulgated series of regulations and adopted several mechanisms to achieve the above mentioned goals in 2008. Which included, how to audit and govern overseas issures’ financial statements and operation, and how to protect investor’s benefits. Who can assist these overseas issuers to follow Taiwan’s regulations is key issue also.
However, a foreign issuer that applies for a Taiwan Stock Exchanges（TWSE）and the Gre-Tai Securities Market（GTSM, the OTC）primary listing of its stock shall in writing undertake that will continuously engage a leading securities underwriter from the date of listing to the end of the 2 subsequent fiscal years to assist it in complying with ROC securities acts and regulations, and the listing contract. The leading securities underwriter provide relevant suggestions in a timely manner to assist the TWSE＆/or GTSM primary listed company in complying with ROC securities laws and regulations and the TWSE＆/or GTSM rules, bylaws, public announcements, and listing contract. The leading securities underwriter assist the directors, supervisors, general manager, spokesperson, deputy spokesperson, financial officer, accounting officer, research and development officer, and internal audit officer of the TWSE＆/or GTSM primary listed company to understand relevant legal liabilities also. The leading securities underwriter should assist the TWSE＆/or GTSM primary listed company in giving relevant explanations to the TWSE＆/or GTSM.
When the leading recommending securities firm assists the TWSE ＆/or GTSM primary listed company in the compliance with laws and regulations pursuant to the mandate contract, it shall exercise the due care of a good administrator. If any matter attributable to the leading recommending securities firm results in a breach of the mandate contract, the leading recommending securities firm shall be held liable for damages for any injury to the TWSE ＆/or GTSM primary listed company (including but not limited to any default penalty, change of trading method, suspension of trading, or delisting imposed on the TWSE ＆/or GTSM primary listed company by the TWSE ＆ GTSM).
A TWSE ＆ GTSM primary listed company may not terminate the mandate contract with the lead securities underwriter before the expiration of the mandate contract except for reason of a failure by the lead securities underwriter to perform the mandate contract, a material dispute between the parties on the performance of the mandate contract, or other legitimate reasons submitted to the TWSE＆/or GTSM for approval, and termination of the mandate contract shall require the approval of the TWSE＆/or GTSM. A leading securities underwriter and a succeeding securities underwriter shall, during the period when they are mandated by a TWSE＆/or GTSM primary listed company to assist in legal compliance, retain relevant documents, working papers, or data in connection with the assistance process. The TWSE＆/or GTSM may requisition and review these when necessary. If a securities underwriter violates directions, the TWSE＆/or GTSM may requisition and review documents, working papers, or data, and may pursuant to the TWSE＆/or GTSM regulations for handling deficiencies in an evaluation report or other related information submitted by a securities underwriter, issue a demerit or refuse for a certain time period to accept assessment reports produced by that securities underwriter.
There are five chapters in this thesis. Chapter one is the introduction. Chapter two describes the leading recommending securities firm’s obligations and duties as the securities firms recommending executes the mandate contract related to advisory contract with the foreign issuer and after listing. Chapter three focus on listing in Hong Kong’s securities market, especially how they govern the issuers. Chapter four discusses and observes some examples, further more describes the foreign theories. Lastly, conclusions and suggestions of this thesis are presented.
| Identifer | oai:union.ndltd.org:TW/101SCU00194017 |
| Date | January 2013 |
| Creators | Shu-Jung Lee, 李書榮 |
| Contributors | 林國彬 博士 |
| Source Sets | National Digital Library of Theses and Dissertations in Taiwan |
| Language | zh-TW |
| Detected Language | English |
| Type | 學位論文 ; thesis |
| Format | 128 |
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