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Taiwan Stock Exchange Corporation "Guidelines for Presentations, Evaluations and Explanations Given by Companies Applying for Initial Stock Listing and Relevant Staff at the Securities Listing Review Committee"  CH

Repeal Date: 2016.01.04
Article 1     These Guidelines are established to improve the quality of presentations made by a company applying for initial stock listing (hereinafter the "Applicant") to help reviewers fully understand the status of the Applicant and industry, consultation services provided by the underwriter and auditing and certification performed by the CPA, as well as secure a smooth progress of meetings of the Listing Review Committee.
Article 2     The time allowed for a presentation and evaluation and explanation is 30 minutes, starting from the time the chairman of the board of directors of the Applicant begins the introduction after the personnel from the Applicant, lead securities underwriter and CPA enter the meeting room. The presentation should stop once the time is up. In case that the chairman of the board of directors of the Applicant is unable to attend a review meeting and subject to consent of the TWSE, he shall appoint another director or the president of the Applicant in writing stating the scope of authorization to attend the meeting on his behalf.
Article 3     In principle, a presentation is divided into two parts including an introduction video about the company and an oral report. The Applicant, securities underwriter and CPA may decide on how much time they will use for each part.
Article 4     The presentation given by the Applicant shall in principle cover the following:
  1. the company's place of business, manufacturing process and a summary of its business activities;
  2. the history and development of the company;
  3. the main products, product materials and major sources thereof;
  4. the operation philosophy and performance;
  5. the structure of directors and supervisors, and operation of the meetings of board of directors and supervisors in the last two years;
  6. a summary of market situation and role in the sector of business (including action plans and strategies such as same trade competitions, product substitution, business cycles);
  7. transactions with suppliers and buyers, sales status and gross sales profit analysis of the last three years;
  8. competitive edges (advantages);
  9. the fund management status (including budge preparation, fund procurement and use of idle funds, current implementation progress of prior capital increases and fund implementation plan for proposed capital increases, and benefit analysis);
  10. the financial relationship with related parties and members of business group;
  11. a comparison and analysis of financial ratios of listed and private companies in the same trade;
  12. the stock dividend policy;
  13. personnel and employee benefit systems (including employee stock options, bonus and retirement plans);
  14. the inventory management, production and sale policies and implementation of the policies;
  15. the fixed assets and other real estate properties;
  16. the environmental protection facilities and accomplishment of implementation;
  17. research and development results and future R&D programs (including analysis of quality of R&D staff, R&D objectives, competitor's capabilities in R&D work, and outlook for future mass production and market competitiveness);
  18. future development plans and favorable and unfavorable factors to the company's future development and action plans and strategies;
  19. the listing purpose.
    For reconsideration cases, the presentation should also include the reason why the previous application was rejected and a comparison table of reasons for reconsideration.
Article 5     The lead securities underwriter and CPA are required to provide their evaluation and description of the process of their consultation, correction of identified deficiencies, strong and weak aspects of the internal control, and reasons to recommend the Applicant to be listed, which should be completed within the time limit specified in Article 2 of these Guidelines.
Article 6     Presentations and evaluations and explanations should be brief and to the point, and the voice should be audible to every person at the meeting.
Article 7     The Applicant shall deliver the presentation materials to the meeting room at least 15 minutes before the review meeting is scheduled to begin for the TWSE personnel in the meeting to distribute copies of the documents. Personnel of the Applicant should then immediately leave the meeting room. Where the Applicant needs to install assistive technology equipment or display product samples, the relevant TWSE personnel must be informed in advance and the equipment or products should be promptly removed after the meeting.
Article 8     During the presentation, only the personnel of the Applicant, lead underwriter and CPA firm may be allowed to enter the meeting room and there should be no more than six people, including the projector operator.
Article 9     These Guidelines shall take effect after having been submitted to and approved by the President of the TWSE. Subsequent amendments thereto shall be effected in the same manner.