OVERSEAS SECURITIES IS-SUANCE GUIDELINES REVISED

03/01/2000

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On 9 February 2000, the Securities and Futures Commission (SFC) announced the amended Guidelines for Handling Offering and Issuance of Overseas

Securities by Issuers. Major changes include:

More stringent disclosure requirements

1.Disclosure required in the prospectus if the issuance is to be entirely offered to the public or if part of the issuance is to be made to specific subscribers;

2.Public announcement required within two days after the signing of the contract of seeking specific subscribers, the total number of units to be subscribed by such specific subscribers, the total price sub-scribed and the relationship with such specific subscribers;

3.The SFC may revoke an approval of is-suance if the issuer fails to make the is-suance in the way as stated in the appli-cation form (and the documentation at-tached thereto) or following the conver-sion condition in case of overseas con-vertible bonds and fails to apply with the SFC for such change before the pricing date (signing date); and

4.Monthly report on redeemed/converted shares required after the issuance of overseas depositary receipts or overseas corporate bonds.

Related parties of an issuer may not subscribe to the overseas securities offered by the issuer.

Disclosure requirements on use of proceeds have been amended. The SFC may refuse to render an approval if the plan for use of pro-ceeds in previous offerings are not effectively implemented. A new provision is added where the SFC may refuse to render an ap-proval if company assets are provided to serve as security for other people's indebtedness for reasons out of normal business course.

Documentation simplified

1.The requirement on filing for any change of plan or post-issuance reports to the Investment Commission of the Ministry of Economic Affairs is abolished.

2.The number of copies of documents to be submitted to the SFC by an issuer within ten days after the issuance of overseas securities is reduced to one.