{"id":108484,"date":"2025-07-10T12:59:11","date_gmt":"2025-07-10T12:59:11","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=108484"},"modified":"2025-08-14T13:37:43","modified_gmt":"2025-08-14T13:37:43","slug":"taiwan-capital-markets","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/taiwan-capital-markets\/","title":{"rendered":"Taiwan: Capital Markets"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-108484","comparative_guide","type-comparative_guide","status-publish","hentry","guides-capital-markets","jurisdictions-taiwan"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Dentons<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/03\/Firm-Logo-2.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Dentons<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/03\/Firm-Logo-2.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Capital Markets laws and regulations applicable in Taiwan<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the regulatory framework and landscape of both equity and debt capital market in your jurisdiction, including the major regimes, regulators and authorities.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Financial Supervisory Commission (\u201cFSC\u201d) is the regulatory authority responsible for overseeing capital market activities in Taiwan. The capital market activities are primarily governed by the Securities and Exchange Act (the \u201cSEA\u201d) and the regulations promulgated thereunder by the FSC and rules published by Taiwan Stock Exchange (\u201cTWSE\u201d) and the Taipei Exchange (\u201cTPEx\u201d) respectively.<\/p>\n<p>The Securities and Futures Bureau (the \u201cSFB\u201d) of the FSC is primarily in charge of overseeing the public offering, issuance and trading of securities in Taiwan. Issuance of securities by Taiwan listed companies are subject to the approval of the SFB.<\/p>\n<p><u>Equity Capital Market<\/u><\/p>\n<p>Taiwan\u2019s equity capital market operates primarily through two centralized trading platforms: TWSE and TPEx, each of which administers its own self-regulatory regime over public offerings, securities trading, and ongoing compliance matters.<\/p>\n<p>Shares of companies can be listed on either the Mainboard or the Innovation Board of TWSE. The Mainboard has quantitative and qualitative thresholds such as minimum operating track record period, profitability and paid-in capital requirements. The Innovation Board offers startups with critical core technologies, innovation capabilities or innovative business models, a more accessible platform with a market capitalization evaluation rather than paid-in capital and profitability requirements.<\/p>\n<p><u>Debt Capital Market<\/u><\/p>\n<p>Taiwan\u2019s debt capital market is primarily divided into domestic corporate bonds, foreign corporate bonds (typically are European convertible bonds) and bank debentures. Bond issuances are subject to SFB approval. Bank debenture issuances are subject to the approval of the Banking Bureau of the FSC.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the common exemptions for securities offerings without prospectus and\/or regulatory registration in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Taiwan, private placements are commonly used as a fundraising tool with exemptions from requirement to file a prospectus or undergo regulatory approval. Under Article 43-6 of the SEA, a public company may conduct a private placement of securities to qualified institutional investors, high-net-worth individuals or affiliated persons of the company by obtaining shareholders\u2019 approval. The number of offerees is limited to 35. \u00a0Private placements are not subject to public offering requirements under the SEA, provided that the private placement shares are subject to certain liquidity restrictions.<\/p>\n<p>Approval from the TWSE is required before such shares can be listed and traded as public shares, and the approval criteria may vary depending on the specific circumstances under which the private placement was conducted.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the insider trading regulations and describe what a public company would generally do to prevent any violation of such regulations.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the SEA, it is prohibited for certain individuals to, either personally or through a nominee, buy or sell any equity securities of a listed company, after becoming aware of material non-public information relating to that company, and prior to its public disclosure or within 18 hours thereafter:<\/p>\n<p>This restriction applies not only to the company\u2019s directors, supervisors, managerial officers and major shareholders holding 10% or more of its shares, but also to individuals who acquire such information through a professional or control relationship with the company.<\/p>\n<p>Any non-public information that would have a material impact on the stock price of the company would be considered as \u201cmaterial non-public information (MNPI)\u201d. Typically, such information concerns the company\u2019s finances, business operations, market supply and demand, public tender offers, M&amp;A transactions or sale of business, change in one-third or more of the board of directors, or other information which would materially affect the company\u2019s stock price or the investment decision of a reasonably prudent investor.<\/p>\n<p>In order to prevent violation of insider trading regulations by their officers and directors, listed companies typically adopt standard operating procedures governing the confidentiality and disclosure of material information, conduct internal training or educational programs to enhance awareness of legal framework, and implement effective information management system to prevent unauthorized disclosure or leakage of sensitive information.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key remedies available to shareholders of public companies \/ debt securities holders in your market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are some remedies for prejudiced shareholders of listed companies on TWSE under the Company Act:<\/p>\n<ul style=\"padding-left: 0;\">\n<li>Derivative Action \u2013 If a director has failed to perform their fiduciary duties and caused any damages on shareholders of the company, any shareholder who has continuously held at least 1% of the total issued shares for a period of six months or more may submit a written request to the supervisors of the company to request initiate litigation against the director on behalf of the company. If the supervisors fail to bring the suit within 30 days of receiving the request, the shareholder may proceed to file the lawsuit in the name of the company.<\/li>\n<li>Right to Petition for Revocation of Shareholders\u2019 Resolutions \u2013 If the procedures for convening a shareholders\u2019 meeting or the method of adopting a resolution violates laws or the company\u2019s article of incorporation, a shareholder may petition the court to revoke the resolution within 30 days from the date of the resolution.<\/li>\n<\/ul>\n<p>Bondholders, however, typically must rely on trustees to exercise their rights on their behalf in accordance with the trust deed or indenture of the relevant corporate bonds issued by a public company in Taiwan.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the expected outlook in fund raising activities (equity and debt) in your market in 2025.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Due to the market uncertainties stemming from the U.S. tariff issues, fundraising activities are expected to slow down in 2025. Investors and issuers alike adopting a more conservative approach, with may postponing large-scale offerings or seeking alternative financing structures to mitigate risk.<\/p>\n<p>That said, some financial institutions issued subordinated corporate bonds during 2024, primarily to strengthen their capital structure. TCC Group, Foxconn Technology Group and Delta group have issued European Convertible Bonds in late 2024 or early 2025. Despite the overall cautious sentiment in the market, companies that have funding needs are still leveraging equity or debt capital market to support their business expansion or optimize their capital structure.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the essential requirements for listing a company in the main stock exchange(s) in your market? Please describe the simplified regime (if any) for company seeking a dual-listing in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A foreign listed company seeking dual listing in Taiwan, typically through the issuance of Taiwan Depositary Receipts (TDR), may be approved for listing if certain key requirements are met. Among others, the company must already be listed and actively traded on the main board of an oversea securities market, and the shares to be listed in Taiwan must be of the same class and carry identical rights and obligations as those listed abroad. In addition, the company must demonstrate sufficient scale in terms of market value or number of shares, meet prescribed net worth and profitability thresholds based on its most recent audited financial statements, and have no accumulated losses in the latest fiscal year. Furthermore, there must be no unusual price fluctuations in the company&#8217;s shares on overseas markets within the three months preceding the Taiwan listing.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are weighted voting rights in listed companies allowed in your market? What special rights are allowed to be reserved (if any) to certain shareholders after a company goes public?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Weighted voting rights in listed companies are not permitted in Taiwan. In addition, no special rights are allowed to shareholders after a company goes public.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is listing of SPAC allowed in your market? If so, please briefly describe the relevant regulations for SPAC listing.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>At present, the TWSE does not allow the listing of securities issued by a special purpose acquisition company (SPAC) due to the concern of investor protection.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the potential prospectus liabilities in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Article 32 of the SEA, if a prospectus contains false or misleading statements, or omits material facts, the issuer, its representative, employees who certified the prospectus, underwriters and professionals such as CPAs and lawyers who signed off the document may be held jointly and severally liable for damages suffered by shareholders or debt securities holders, within the scope of their respective responsibilities, unless such persons \u2013 other than the issuer \u2013 may demonstrate that they have exercised due diligence and had reasonable grounds to believe the contents they reviewed or certifier were accurate.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the key minority shareholder protection mechanisms in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Key minority shareholder protection mechanisms in Taiwan include several rights designed to enhance oversight and accountability. A shareholder who has continuously held at least 1% of the total issued shares for six months or mor may request the court to appoint an inspector to examine the company\u2019s operations, accounts, assets, specific matters or particular transaction documents and records, provided there are justifiable reasons and supporting evidence. Such shareholders also have the right to submit a written request to the supervisor to bring a derivative action against a director on behalf of the company if the directors have breached their fiduciary duty. Additionally, under the Company Act, shareholders holding at least 1% of the total issued shares may propose resolutions to be included in the agenda of the annual shareholders\u2019 meeting, thereby participating more actively in corporate governance.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the common types of transactions involving public companies that would require regulatory scrutiny and\/or disclosure?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>All transactions that are subject to regulatory approval must be disclosed, while disclosure obligations extend to a broader range of transactions.<\/p>\n<p>In general, only major transactions and public offering of securities of public companies are subject to regulatory approval. Such requirements may be prescribed by applicable laws or set forth in the company\u2019s internal policies, such as procedures governing the acquisition and disposal of assets.<\/p>\n<p>On the other hand, material information that may affect the stock price of the listed companies is required to be disclosed. The disclosure may include major transactions, significant progress in business operations, significant change in corporate governance, significant change in financial or insolvency status and any other resolutions of board of directors having a material effect on the shareholders\u2019 equity or stock price of the company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the scope of related parties and introduce any special regulatory approval and disclosure mechanism in place for related parties\u2019 transactions.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the laws of Taiwan, public companies are required to disclose material related party transactions in their financial statements in accordance with IAS24. The scope of the related parties generally includes individuals or entities who have control, joint control or significant influence over the company.<\/p>\n<p>Under the SEA, related party transactions must be submitted to the audit committee for approval before being proposed to the board of directors. If any director or shareholder has conflicts of interest in the matter to be resolved by the board of directors or the shareholders\u2019 meeting, such director or shareholder shall abstain from voting. In addition, regulations promulgated by the SFB also require public companies to establish internal control mechanisms to govern the procedures for conducting related party transactions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key continuing obligations of a substantial shareholder and controlling shareholder of a listed company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A shareholder who, together with its\/his\/her spouse, minor children and nominees, holds 10% or more of the total issued shares of a public company is considered as a substantial shareholder and thus an \u201cinsider\u201d under the SEA. Insiders are subject to various disclosure obligations, primarily relating to share transfer and changes in shareholding. For instance, if a substantial shareholder intends to transfer a significant number of shares, prior approval or advance filing with competent authority is required. Any change in shareholding reaching or exceeding 1% of the total issued shares must be reported within ten days, including details such as purpose of acquisition and the source of funds. Substantial shareholders must also submit a monthly report disclosing any changes in their shareholding.<\/p>\n<p>In addition to these reporting requirements, substantial shareholders are subject to short-selling and insider trading restrictions. Violation of insider trading rules may result in both civil liability and criminal penalties, and any profits gained from the short-selling trading must be disgorged to the company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What corporate actions or transactions require shareholders\u2019 approval?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In general, shareholders\u2019 approval is required for material corporate actions, including:<\/p>\n<ol style=\"padding-left: 0;\">\n<li>Amendment to the articles of incorporation;<\/li>\n<li>A change in the share capital;<\/li>\n<li>Issuance of global depositary receipts;<\/li>\n<li>Private placements of shares;<\/li>\n<li>Transactions in relation to (i) lease of the entire business of the company or enter into joint operation with others, or (ii) transfer all or substantial all of assets or business, or (iii) acquisition of all assets or business from others, resulting in material influence on the company;<\/li>\n<li>Transactions under the Business and Mergers and Acquisitions Act;<\/li>\n<li>Acquisition or disposal of assets exceeding prescribed thresholds;<\/li>\n<li>Voluntary delisting; or<\/li>\n<li>Dissolution, spin-off or split-off of the company.<\/li>\n<\/ol>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Under what circumstances a mandatory tender offer would be triggered? Is there any exemption commonly relied upon?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the Regulations Governing Public Tender Offers for Securities of Public Companies, any person who individually or jointly with another person(s) intends to acquire within 50 days shares accounting for 20 percent or more of the total issued shares of a public company shall employ a public tender offer to do so.<\/p>\n<p>The public tender offer requirement will not apply to certain circumstances. These include transfers of shares between affiliated entities, acquisitions of shares through auction procedures, share exchanges and share swaps, purchases made through on-market tender offer or block trades, or other situations specifically exempted by the FSC.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are public companies required to engage any independent directors? What are the specific requirements for a director to be considered as \u201cindependent\u201d?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the SEA and relevant rules promulgated by TWSE, a listed company\u2019s board of directors must comprise at least five directors, with at least three independent directors. The number of independent directors shall not be less than one-fifth of the total board seats.\u00a0 Starting in 2027, this threshold will increase to one-third of the board seats, subject to transitional rules. For the listed companies with paid-in capital of NT$10 billion or more, and for those in the financial and insurance industries, the one-third independent director requirement shall apply from 2024, also subject to the same transitional rules.<\/p>\n<p>The qualifications and eligibility criteria for independent directors are governed by the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. \u00a0Among other requirements, independent directors must not have any direct or indirect interest in the listed company and must maintain independence both prior to and during their term of service.<\/p>\n<p>Specifically, within two years prior to their election and throughout their tenure, independent directors must not have served as an employee, director, or supervisor of the company or any of its affiliates. They and certain close relatives must not hold significant shareholding in the company, nor may they be related to key personnel of the company or its affiliates. Additionally, they must not hold roles in other companies with substantial shareholding, common control, overlapping management, or material business relationships with the listed company. Professionals or institutions providing services such as legal, accounting, or financial consulting to the company, and receiving compensation above a specified threshold within the past two years, are also disqualified from serving as independent directors.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What financial statements are required for a public equity offering? When do financial statements go stale? Under what accounting standards do the financial statements have to be prepared?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Companies applying for initial public offering on TWSE are required to submit audited consolidated financial statements for the most recent two fiscal years. Unless specifically required by laws, companies applying for a public equity offering must submit the audited consolidated financial statements for the latest fiscal year with competent authority.<\/p>\n<p>For public companies applying for offering of overseas securities, audited or CPA-reviewed consolidated financial statements for the last three most recent fiscal years must be submitted. If the filing date falls after the statutory deadline for announcing and submitting quarterly financial statements, the issuer must additionally provide the most recent audited or CPA-reviewed quarterly financial statements.<\/p>\n<p>The financial statement must be prepared in accordance with Taiwan-IFRS.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the key environmental, social, and governance (ESG) and sustainability requirements in your market. What are the key recent changes or potential changes?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Taiwan, listed companies are subject to increasingly stringent ESG and sustainability disclosure requirements, driven by regulatory efforts to align with international standards and promote sustainable corporate governance.<\/p>\n<p>1. Mandatory Sustainability Reporting<\/p>\n<p>Starting from 2023, all TWSE-listed companies with paid-in capital of NT$2 billion or more must prepare and file an annual sustainability report. The report should reference the<em> Global Reporting Initiative<\/em> (GRI) 2021 Universal Standards and the <em>Sustainability Accounting Standards Board<\/em> (SASB) industry-specific metrics. In addition, companies are required to include a dedicated section addressing climate-related risks, opportunities and response strategies in line with the <em>Task Force on Climate-related Financial Disclosures (TCFD) <\/em>recommendations.<\/p>\n<p>2. Greenhouse Gas (GHG) Emissions Disclosure and Assurance<\/p>\n<p>All listed companies \u2013 regardless of capital size \u2013 must disclose GHG emissions data in phases according to a roadmap set by the FSC. Disclosure applies to both standalone and consolidated data and must eventually be verified by a third party. Companies are categorized based on capital size and industry (e.g., steel and cement) to determine specific disclosure timelines.<\/p>\n<p>3. Industry-Specific Sustainability Metrics<\/p>\n<p>The FSC has adopted SASB-aligned sector-specific sustainability indicators for eight industries, with plans to expand to fourteen. Companies in sectors such as food processing, chemical manufacturing, and financial\/insurance services are required to obtain CPA assurance for certain disclosed indicators.<\/p>\n<p>4. Public Disclosure Requirements<\/p>\n<p>All listed companies must file ESG-related information annually on Taiwan\u2019s Market Observation Post System (MOPS) platform within six months after the end of the fiscal year. This includes disclosures on ESG performance, GHG emissions and reductions, and sustainability reports. Companies not subject to mandatory sustainability report filing must still report basic ESG information.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical offering structures for issuing debt securities in your jurisdiction? Does the holding company issue debt securities directly or indirectly (by setting up a SPV)? What are the main purposes for issuing debt securities indirectly?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Taiwan\u2019s capital market practice, direct issuance remains the typical structure for offering debt securities.\u00a0 However, for foreign currency funding needs, certain companies may opt to issue debt through an offshore special purpose vehicle (SPV) with guarantee provided by the Taiwan parent company.<\/p>\n<p>In 2023, the FSC announced a relaxation of regulations to strengthen the capital structure of insurance companies and enhance financing flexibility. Specifically, the FSC allows insurers to issue long-term corporate bonds with maturities of 10 years or more that qualify as Tier 2 capital under the International Capital Standards (ICS). As a result, beginning in 2024, many insurance companies have increasingly adopted the indirect issuance structure for their subordinated corporate bond offerings.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are trust structures adopted for issuing debt securities in your jurisdiction? What are the typical trustee\u2019s duties and obligations under the trust structure after the offering?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, trust structures are commonly adopted in Taiwan for issuing domestic and overseas corporate bonds. The trustee typically acts as a representative of the bondholders appointed under a trust deed or indenture. The trustee will play a critical role in monitoring the issuer\u2019s compliance with the terms and covenants of the bonds and take actions on behalf of the bondholders in the event of default. In certain circumstances, trustee also acts as the paying agent to funds flow of the bonds, including receiving and distributing interest and principal payments.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical credit enhancement measure (guarantee, letter of credit or keep-well deed) for issuing debt securities? Please describe the factors when considering which credit enhancement structure to adopt.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>It is common to issue corporate bonds as unsecured bonds without any credit enhancement measures. Under the Company Act and the SEA, except otherwise approved by the competent authority, the total amount of unsecured corporate bonds must not exceed half of the total net asset value of the Company.<\/p>\n<p>Bank guarantees are relatively commonly used as credit enhancement measures in domestic bond offerings, while parent company guarantees are typically adopted in indirect debt securities offerings conducted through special purpose vehicles (SPVs).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical restrictive covenants in the debt securities\u2019 terms and conditions, if any, and the purposes of such restrictive covenants? What are the future development trends of such restrictive covenants in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In general, issuers are not subject to restrictive covenants in the debt securities offerings. The issuer\u2019s main obligations after the debt securities offerings are to make timely payment of interest and principal, and to periodically report the use of proceeds with competent authority, which must be in accordance with the offering plan filed with competent authorities prior to the offering.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In general, who is responsible for any profit\/income\/withholding taxes related to the payment of debt securities\u2019 interests in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The tax treatment of corporate bonds in Taiwan differs depending on whether the investor is an individual or a legal entity. For individual investors, interest income from corporate bonds is subject to a separate flat tax rate of 10%. For corporate investors, interest income from corporate bonds is subject to 10% withholding tax. However, this interest income is still required to be included in the company\u2019s taxable income for corporate income tax purposes.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the main listing requirements for listing debt securities in your jurisdiction? What are the continuing obligations of the issuer after the listing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Taiwan, debt securities are listed and traded on the OTC-market operated by TPEx. The listing requirements vary depending on whether the securities are intended to be sold exclusively to professional investors. If the bonds are offered only to professional investors, the issuer is required to prepare a prospectus in accordance with applicable laws and regulations. However, if the offering targets non-professional investors, the disclosure requirements are more stringent\u2014the prospectus must also include risk factors related to the issuer\u2019s creditworthiness, as well as a summary of the issuer\u2019s balance sheets and statements of comprehensive income for the past three fiscal years and the most recent interim period. The issuer is generally required to submit a credit rating report issued by a credit rating agency approved or recognized by the competent authority.<\/p>\n<p>To maintain the listing of debt securities, the issuer must comply with the ongoing disclosure framework under the SEA and relevant TPEx rules. Among others, the issuer must submit quarterly, half-year and annual financial reports, immediately disclose any material events that could affect the issuer\u2019s ability to repay the interest or principal of the bonds, and prompt filing of amendments to offering contracts. Interest-and-principal payment results, changes to credit ratings, and any early redemption or buy-back activity must be reported through the market\u2019s electronic system. Failure to meet these continuing obligations may trigger trading halts, delisting procedures, or regulatory sanctions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">3916<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/108484","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=108484"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}