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Taiwan Stock Exchange Corporation Rules Governing Listing Contracts for Securities  CH

Amended Date: 2014.08.08
   Chapter 1 General Provisions
Article 1    These Rules are established pursuant to Article 140 of the Securities and Exchange Act ("Act").
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Article 2    Pursuant to Article 141 of the Act, a company issuing publicly offered securities ("Issuer"), securities investment trust enterprise ("SITE"), futures trust enterprise (FTE), offshore fund management institution or an institution appointed by it ("offshore fund institution"), trustee institution, special purpose company, call (put) warrant issuer, foreign issuer, and foreign issuer and its depositary institution applying to the Taiwan Stock Exchange Corporation ("TWSE") pursuant to Article 139 of the Act for listing on the TWSE of its securities the public offering of which has been duly approved, shall enter into a listing contract for securities incorporating the items prescribed by these Rules.
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Article 3    Relevant laws and regulations governing securities and rules and announcements of the TWSE shall constitute an integral part of the Listing Contract and be observed by both parties.
Article 4    Upon the Listing Contract taking effect, the Issuer, SITE, FTE, general agent of the offshore fund institution, trustee institution, special purpose company, foreign issuer, and foreign issuer and its depositary institution shall pay the listing fees of securities upon its initial listing and within the first month of each year thereafter to the TWSE pursuant to the fee schedule set forth in the TWSE Rate Table for Securities Listing Fees.
    Upon the Listing Contract taking effect, the call (put) warrant issuer shall pay the listing fees of call (put) warrants upon its initial listing to the TWSE pursuant to the fee schedule set forth in the TWSE Rate Table for Securities Listing Fees.
    The TWSE Rate Table for Securities Listing Fees in the preceding two paragraphs shall constitute an integral part of the Listing Contract. In the event of an amendment, the rate table as amended will govern.
Article 5    The TWSE may take following measures with regard to listed securities pursuant to relevant laws and regulations or rules of the TWSE, or based on other circumstances as it deems necessary, and shall report such measures to the competent authority for recordation.
  1. Change the original trading method, cease the trading of, or delist listed stock or foreign stock.
  2. Suspend the trading, change the trading method, cease the trading of, or delist Taiwan depositary receipts or call (put) warrants.
  3. Terminate the trading of or delist foreign bonds.
  4. Delist beneficiary certificates, beneficiary securities, asset-backed securities, REIT beneficiary securities or REAT beneficiary securities.
   Chapter 2 Listing of Domestic Securities
      Section 1 Listing of Stock
Article 6    Where the Issuer applies for the listing of its stock, the listing contract shall specify the type, issuing date, number of stock to be issued, amount of each share and total amount of issuance of the security in the initial application for listing.
    In the event that any addition, deletion or amendment of the listed stock of the Issuer occurs thereafter, the content of addition, deletion or amendment specified in the Application for Listing of Securities, Application for Change of Contents of Listed Securities or Conversion Notice of Listing of Securities, as approved by the TWSE, shall constitute an integral part of the listing contract.
    Listing contacts for securities with detachable warrants are governed by the preceding paragraph mutatis mutandis and shall specify the type, issuing date, criteria for setting the subscription conditions (including subscription price, subscription period (or date), type of the share subscribed for, and the number of shares available for subscription in respect of each warrant), total amount of issuance, issuing price, period of validity and other issuing terms and conditions of the stock warrant.
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Article 7    When the Issuer issues a letter to consult the TWSE regarding the listing date, it shall provide information on the change in shareholding of any directors, supervisors, officers or shareholders holding more than 10 percent of the total issued shares of the company in the five years prior to the date of the letter (inclusive), provided such provision is not applicable to listing applications of stock warrants after separation as issued by the Issuer to the above-mentioned personnel.
    Changes in the shareholding of the personnel indicated in the preceding paragraph include those of their spouse, minor children, those held under the names of other parties, and the representative of the juristic person.
      Section 2 Beneficiary Certificates
Article 8    Where a SITE applies for the listing of a closed-end securities investment trust fund ("closed-end fund"), the listing contract shall specify the name, issuing date, number of units to be issued, amount of each unit and the total amount of issuance of the closed-end fund to be listed.
    Where a SITE applies for the listing of the beneficiary certificate of an exchange-traded securities investment trust fund ("ETF") or a FTE applying for the listing of the beneficiary certificate of an exchange-traded futures trust fund, the listing contract shall specify the name, issuing date and minimum net asset value of the ETF to be listed. The listing contract for the beneficiary certificate of an ETF that is linked as referred to in Article 37, Paragraph 4 of the Regulations Governing Securities Investment Trust Funds shall also specify the name of the offshore ETF to which such ETF is linked.
    In the event that any addition, deletion or amendment of the listed beneficiary certificate referred to in the preceding two paragraphs occurs thereafter, the content of addition, deletion or amendment specified in the Application for Listing of Beneficiary Certificates or Application for Change of Contents of Listed Beneficiary Certificates, as approved by the TWSE, shall constitute an integral part of the beneficiary certificate listing contract.
      Section 3  Beneficial Securities or Asset-backed Securities
Article 9    Where a trustee institution or special purpose company applies for the listing of beneficial securities or asset-backed securities, the listing contract shall specify the name, issuing date, number of units to be issued, amount of each unit and total amount of issuance of the beneficial securities or asset-backed securities to be listed.
    In the event that any addition, deletion or amendment of the listed beneficial securities or asset-backed securities occurs thereafter, the content of addition, deletion or amendment specified in the Application for Listing of Beneficial Securities or Asset-backed Securities or Application for Change of Contents of Listed Beneficial Securities or Asset-backed Securities, as approved by the TWSE, shall constitute an integral part of the beneficial securities or asset-backed securities listing contract.
      Section 4 REIT Beneficiary Securities or REAT Beneficiary Securities
Article 10    Where a trustee institution applies for the listing of REIT beneficiary securities or REAT beneficiary securities, the listing contract shall specify the name, issuing date, number of units to be issued, amount of each unit and total amount of issuance of the REIT beneficiary securities or REAT beneficiary securities to be listed.
    In the event that any addition, deletion or amendment of the listed REIT beneficiary securities or REAT beneficiary securities occurs thereafter, the addition, deletion or amendment specified in the Application for Listing of REIT Beneficiary Securities or REAT Beneficiary Securities or Application for Change of Contents of Listed REIT Beneficiary Securities or REAT Beneficiary Securities, as approved by the TWSE, shall constitute an integral part of the REIT beneficiary securities or REAT beneficiary securities listing contract.
      Section 5 Call (put) Warrants
Article 11    Where a call (put) warrant issuer applies for the listing of call (put) warrants, the listing contract shall specify the type, issuing date, abbreviation of follow-on warrant, code of follow-on warrant, exercise ratio, period of validity, underlying index, underlying security or securities portfolio, number of units to be issued, issuing price, strike price (index), exercise period (date) and other issuing terms and conditions of the call (put) warrants to be listed, as well as the name and quoting method of the liquidity providers.
    In the event that the content of any amendment, addition or deletion to the call (put) warrants listed occurs thereafter, the content of addition, deletion or amendment specified in the Application for Listing of Call (Put) Warrants approved by the TWSE shall constitute an integral part of the listing contract for call (put) warrants.
      Section 6 Bank Debentures
Article 12    In the event that any addition or deletion, any change of company name or other event resulting in any amendment to the content of the listed bank debentures occurs thereafter, the addition, deletion or amendment specified in the Registration Statement for Listing or Application for Change of Contents, as approved by the TWSE, shall constitute an integral part of the listing contract for bank debentures.
   Chapter 3 Listing of Foreign Securities
      Section 1 Stock
Article 13    Where a foreign Issuer applies for the listing of its stock, the listing contract shall specify the name and number, issuing date, number of units, amount of each share, total amount of issuance and number to be listed of the shares to be issued.
    In the event that any addition or deletion, any change of company name, capital decrease or other event resulting in any amendment to the listed stock occurs thereafter, the content of addition, deletion or amendment specified in the Registration Statement for Listing or Application for Change of Contents of the Foreign Securities, as approved by the TWSE, shall constitute an integral part of the listing contract for foreign securities.
    If the change in shareholding of any directors, supervisors, officers or shareholders holding more than 10 percent of the total issued shares of the company is required to be filed and announced publicly in either the foreign issuer's home country or listing country by the laws and registration of either country, the foreign issuer shall make the same filing and public announcement to the competent authority as well as the TWSE simultaneously through its agent within the territory of the R.O.C..
      Section 2 Taiwan Depository Receipts
Article 14    Where a foreign issuer as well as its depositary institution applies for the listing of Taiwan depository receipts, the listing contract shall specify the name and amount of the underlying securities represented by Taiwan depositary receipts to be issued and the issuing date, number of units to be issued, amount of each unit and total amount of issuance of the Taiwan depositary receipts.
    In the event that any addition or deletion or any change of company name, capital decrease or other event resulting in any amendment to the Taiwan depository receipt occurs thereafter, the content of addition, deletion or amendment specified in the Registration Statement for Listing or Application for Change of Contents of Taiwan Depository Receipts, as approved by the TWSE, shall constitute an integral part of the listing contract for Taiwan depository receipts.
Article 15    The listing contract for Taiwan depository receipts shall expressively require that if the change in shareholding of any directors, supervisors, officers or shareholders holding more than 10 percent of the total issued shares of the company is required to be filed and announced publicly in ether foreign issuer's home country or the listing country by the laws and registration of either country, the foreign issuer shall make the same filing and public announcement to the competent authority as well as the TWSE simultaneously through its depositary institution within the territory of the R.O.C.
    The documents and information required by the laws and regulations of the listing country to be filed and publicly announced to the competent authority or the stock exchange or securities market on which are listed the foreign securities represented by the Taiwan depositary receipts shall also be filed and announced publicly to the competent authority and TWSE or filed and announced publicly through its depositary institution within the territory of the R.O.C.
Article 16    Without prejudice to the laws and regulations of the foreign issuer's country of registration and listing country, upon approval by a majority of the directors present at a board of directors meeting attended by two-thirds of the directors, the foreign issuer may repurchase from the centralized securities exchange market of of the TWSE the Taiwan depository receipts issued, pursuant to the TWSE Rules Governing the Repurchase of Taiwan Depositary Receipts by Secondary Listed Companies.
    The Taiwan depositary receipts repurchased as in the preceding paragraph may be used only for redeeming the securities they represent, in which event such securities shall be deregistered.
    If the foreign issuer repurchases from the centralized securities exchange market the Taiwan depository receipts issued, it shall report and disclose the repurchase within the prescribed period pursuant to relevant regulations of the TWSE regarding material information.
      Section 3 Foreign Bonds
Article 17    In the event that any addition or deletion, any change of company name or other event resulting in any amendment to the listed foreign bonds occurs thereafter, the content of addition, deletion or amendment specified in the Registration Statement or the Application for Change of Contents of Foreign Bonds, as approved by the TWSE, shall constitute an integral part of the listing contract for foreign bonds.
      Section 4 Beneficial Certificates, Shares, or Investment Units of Offshore Exchange-traded Funds
Article 18    Article 8, Paragraph 2 shall apply mutatis mutandis to matters required to be specified in the listing contract where the general agent appointed by an offshore fund institution applies for the listing of beneficial certificates, shares, or investment units of offshore exchange-traded funds.
    In the event that any addition, deletion or amendment to the listed beneficial certificates, shares, or investment units occurs thereafter, the content of addition, deletion or amendment specified in the Application for Listing of Beneficial Certificates, Shares, or Investment Units or the Application for Change of Contents of Listed Beneficial Certificates, Shares, or Investment Units, as approved by the TWSE, shall constitute an integral part of the listing contract for beneficial certificates, shares, or investment units.
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      Section 5 Jurisdiction
Article 19    The governing law for the listing contracts for foreign stock, Taiwan depository receipts or foreign bonds is the law of the R.O.C. Any dispute arising in connection with such listing contracts shall be submitted to the Taiwan Taipei District Court.
   Chapter 4 Supplementary Provisions
Article 20    These Rules shall take effect after having been submitted to and approved by the competent authority. Subsequent amendments thereto shall be effected in the same manner.