第1條 本準則依證券交易法(以下簡稱本法)第二十二條第一項規定訂定之。
Article 1 These Regulations are prescribed in accordance with Paragraph 1 of Article 22 of the Securities and Exchange Act ("the Act").
第2條 有價證券之募集與發行，除法令另有規定外，適用本準則規定。
Article 2 Unless otherwise regulated by other acts or regulations, the offering and issuing of securities shall be subject to these Regulations.
第3條 行政院金融監督管理委員會(以下簡稱本會)審核有價證券之募集與發行、公開招募、補辦公開發行、無償配發新股與減少資本兼採申報生效及申請核准制。
Article 3 The Executive Yuan′s Financial Supervisory Commission (FSC) shall supervise the offering and issuance, secondary distribution, and retroactive handling of public issuance procedures, issuance of new bonus shares, and capital reductions through effective registration or application for approval.
所稱申報生效，謂發行人依規定檢齊相關書件向本會提出申報，除因申報書件應行記載事項不充分、為保護公益有必要補正說明或經本會退回者外，其案件自本會及本會指定之機構收到申報書件即日起屆滿一定營業日即可生效。
The terms "registration" and "effective registration" mean submission by the issuer of relevant documents to the FSC in accordance with law.
Unless the documents are rejected by the FSC due to insufficient information contained in the said documents, or for the purpose of protecting the public interest, the registration will become effective after a designated number of business days from the date when the FSC or its designated institution receives the submission.
所稱申請核准，謂本會以發行人所提出相關書件予以審查，如未發現異常情事即予以核准。
The terms "application for approval" and "approval of application" mean that the FSC will review and examine the documents furnished by the issuer.
If nothing unusual is found, the FSC shall approve the offering and issuing plan.
對於第一項案件之申報生效或申請核准，不得藉以作為證實申報(請)事項或保證證券價值之宣傳。
The fact of effective registration or approval of application for the items set forth under paragraph 1 may not be cited as proof of the veracity of registration or application particulars, or to guarantee the value of the securities.
第二項所稱營業日，係指證券市場交易日。
The term "business day" as used in Paragraph 2 means a day on which transactions are conducted in the securities market.
本準則所稱上櫃公司，係指股票已依財團法人中華民國證券櫃檯買賣中心證券商營業處所買賣有價證券審查準則第三條或第三條之一規定核准在證券商營業處所買賣者。
The term "company traded on an OTC market" as used in these Regulations means a company whose stock has been approved for trading on an OTC market in accordance with Article 3 or Article 3-1 of the GreTai Securities Market Regulations Governing Review of Securities Traded on Over-the-Counter Markets.
第4條 發行人有下列情形之一者，不得募集與發行有價證券：
Article 4 In the occurrence of any one of the following events, the issuer may not offer and issue securities:
一有公司法第一百三十五條第一項所列情形之一者，不得公開招募股份。
1.
Upon the occurrence of events prescribed under Paragraph 1 of Article 135 of the Company Act, no secondary distribution is allowed.
二違反公司法第二百四十七條第二項之規定或有公司法第二百四十九條所列情形之一者，不得發行無擔保公司債。
2.
If the issuer is in violation of Paragraph 2 of Article 247 of the Company Act or any one of the events under Article 249 of the same law occurs, the issuance of corporate bonds without guaranty is prohibited.
However, the restriction of Article 247 of the Company Act does not apply when the issuance of corporate bonds is in accordance with Article 28-4 of the Securities and Exchange Act.
但符合本法第二十八條之四規定者，不受公司法第二百四十七條規定之限制。
2.
If the issuer is in violation of Paragraph 2 of Article 247 of the Company Act or any one of the events under Article 249 of the same law occurs, the issuance of corporate bonds without guaranty is prohibited.
However, the restriction of Article 247 of the Company Act does not apply when the issuance of corporate bonds is in accordance with Article 28-4 of the Securities and Exchange Act.
三違反公司法第二百四十七條第一項之規定或有公司法第二百五十條所列情形之一者，不得發行公司債。
3.
No issuance of corporate bonds is allowed if the issuer is in violation of Paragraph 1 of Article 247 of the Company Act or any one of the events under Article 250 of the same law occurs.
However, the restriction of Article 247 of the Company Act does not apply when the issuance of corporate bonds is in accordance with Article 28-4 of the Securities and Exchange Act.
但符合本法第二十八條之四規定者，不受公司法第二百四十七條規定之限制。
3.
No issuance of corporate bonds is allowed if the issuer is in violation of Paragraph 1 of Article 247 of the Company Act or any one of the events under Article 250 of the same law occurs.
However, the restriction of Article 247 of the Company Act does not apply when the issuance of corporate bonds is in accordance with Article 28-4 of the Securities and Exchange Act.
四有公司法第二百六十九條所列情形之一者，不得公開發行具有優先權利之特別股。
4.No public issuance of preferred shares is allowed if any one of the events under Article 269 of the Company Act occurs.
五有公司法第二百七十條所列情形之一者，不得公開發行新股。
5.
The public issuing of new shares is prohibited in the event that any incident prescribed under Article 270 of the Company Act occurs.
第5條 發行人申報(請)募集與發行有價證券，自所檢附最近期財務報告資產負債表日至申報生效或申請核准前，發生本法第三十六條第二項第二款規定對股東權益或證券價格有重大影響之事項，除依規定於事實發生日起二日內公告並向本會申報外，應視事項性質檢附相關專家意見，洽請簽證會計師表示其對財務報告之影響提報本會。
Article 5 When any significant events prescribed under Subparagraph 2 of Paragraph 2 of Article 36 of the Act which have great impact on the rights of shareholders and the value of stocks occur between the date of the issuer′s submission of latest financial report and balance sheets and that when the registration becomes effective or the application for approval is granted, the issuer shall disclose this incident to the public and report to the FSC within two days after the occurrence of such event.
In addition, the issuer shall provide to the FSC expert opinion on such occurrence based on the nature of the event involved and the evaluation from the certifying accountant regarding the impact of such event on the financial report.
發行人自本會及本會指定之機構收到申報(請)書件即日起至申報生效或申請核准前，發布之資訊應限於事實揭露，不得公開財務預測資訊。
From the date of reception of the registration (application) documents by the FSC and its appointed agency until the registration has become effective or the application has been approved, announced information shall be limited to the disclosure of facts, and shall not serve to announce financial forecast information.
發行人對外發布任何與申報(請)書件不符之資訊，應修正相關資料提報本會。
If the issuer externally disseminates any information not in conformance with the registration (application) documents, it shall correct the relevant information and submit it to the FSC.
發行人申報(請)募集與發行有價證券，有下列情形之一者，應分別委請主辦證券承銷商評估、律師審核相關法律事項，並依規定分別提出評估報告及法律意見書：
If any one of the following events occurs when the issuer has registered or applied for approval, the issuer shall ask the lead securities underwriter to evaluate the situation and a lawyer to review the relevant legal issues.
The above-mentioned underwriter and lawyer shall provide evaluation report and legal opinions in accordance with regulatory requirements:
一股票已在證券交易所上市(以下簡稱上市)或上櫃公司辦理現金發行新股、合併發行新股、受讓他公司股份發行新股、依法律規定進行收購或分割發行新股者。
1.
The cash issuance of new shares, issuance of new shares due to merger, issuance of new shares due to an acquisition of shares from another company, or issuance of new shares due to an acquisition or split conducted in accordance with law, by a public company whose stocks have been listed on a stock exchange (hereinafter referred to as "listed") or by an OTC company.
二股票依財團法人中華民國證券櫃檯買賣中心證券商營業處所買賣興櫃股票審查準則第五條規定核准在證券商營業處所買賣之公司(以下簡稱興櫃股票公司)，經本會核備其股票上市或上櫃契約後，辦理現金發行新股並委託證券承銷商或推薦證券商辦理初次上市、上櫃前公開銷售者。
2.
Public sale of stock of a company whose stock is approved for trading in the business places of securities firms in accordance with Article 5 of the Gretai Securities Market Regulations Governing Review of Emerging Stocks Traded on Over-the-Counter Markets (hereinafter referred to as an "emerging stock company"), after the listing or OTC listing contract for the stock has been approved for record by the FSC, and before the company has issued new shares for cash and engaged a securities underwriter or recommending securities firm to handle the initial listing or OTC listing.
三股票未在證券交易所上市(以下簡稱未上市)或未在證券商營業處所買賣之公司辦理現金發行新股，依第十九條規定提撥發行新股總額之一定比率對外公開發行者。
3.
Companies whose stocks have not been listed on a stock exchange (hereinafter referred to as "unlisted") or whose stocks have not been traded in the business places of securities firms which have conducted cash offering of new shares and have allocated a certain percentage of their aggregate new shares to be publicly offered in accordance with Article 19.
四募集設立者。
4.
The offering is used to establish a company.