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Article 11
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Where an issuing company applies for initial listing of its common stock or any type(s) of preferred shares it shall allocate a percentage, as specified by the TWSE, of the total number of shares as stated in its listing application documents and after deducting the number of shares to be retained for subscription by employees as specified by laws and regulations in connection with the Company Act, retain a securities underwriter to offer the balance of such allocated shares in full for sale to the public before the shares are listed, by means of a cash capital increase through a new share issue in accordance with the provisions of Article 71, paragraph 1, of the Securities and Exchange Act concerning underwriting of securities on a firm commitment basis. Provided, that a state-owned enterprise or an applicant under Article 6 or Article 6-1 may carry out underwriting with stock already publicly offered and issued by the company.
The total number of shares to be allocated by the issuing company for public sale under the preceding paragraph shall be calculated by the method specified in Article 10, paragraph 2, and shares added during the period from the listing application date until the listing date shall be included in the calculation; provided, shares allocated for public sale shall be confined to shares of publicly offered and issued common stock.
The requirements of paragraph 1 regarding a percentage of shares to be allocated shall not apply to a company applying for TWSE listing if the company's shares are already listed for trading on the TPEx in accordance with Article 3 of the GreTai Securities Market Rules Governing Review of Securities Traded on the TPEx and the company, because of non-compliance with the share ownership dispersion standards in these Rules, must retain a securities underwriter to conduct a pre-listing public sale of shares to deal with the amount of the shortfall in share ownership dispersion. However, if the amount of the shortfall is less than 2 million shares or 1 percent of paid-in capital, the company may be exempted from the public sale requirement, as long as it achieves compliance with share ownership dispersion standards before its shares are listed on the central exchange for trading.
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Article 36
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A domestic issuer filing an initial application for listing of its common stocks at the TIB shall appoint a securities underwriter to handle prelisting public sale of all its shares stated in its listing application documents at the allocation ratio, after deducting such number of shares reserved for subscription by the company’s employees and those offered for subscription by lead securities underwriter in accordance with the applicable regulations under the Company Act, through issue of new shares by cash offering in accordance with the regulations of firm commitment underwriting of securities under Article 71, paragraph 1 of the Securities and Exchange Act.
The requirements on issue of new shares by cash offering in the preceding paragraph may apply mutatis mutandis to a foreign issuer’s initial application for listing of its common stocks at the TIB for prelisting public sale, when the issuer shall appoint a securities underwriter to handle the sale of these shares after deducting such number of shares reserved for subscription by the company’s employees and those offered for subscription by lead securities underwriter in accordance with the articles of incorporation.
The value of shares reserved for subscription by the company’s employees as in the two preceding paragraphs shall not exceed 15 percent of the total new shares issued by cash offering.
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Article 40
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After one full year from the date of listing of a TIB listed company or a TIB primary listed company, it may apply to the TWSE for being relisted as listed company or primary listed company in accordance with Chapters II and III of these Rules.
Before the company in the preceding paragraph is relisted as listed or primary listed company for listing and trading shall appoint a securities underwriter to handle prelisting public sale of all its shares stated in its listing application documents at the allocation ratio, after deducting such number of shares reserved for subscription by the company’s employees and those offered for subscription by lead securities underwriter in accordance with the applicable regulations under the Company Act, through issue of new shares by cash offering in accordance with the regulations of firm commitment underwriting of securities under Article 71, paragraph 1 of the Securities and Exchange Act.
The shares to be allocated for public sale in the preceding paragraph are limited to shares of common stocks.
A TIB listed company or a TIB primary listed company relisted as listed company or primary listed company shall place their shares in central custody in accordance with Articles 10 and 28-9.
For personnel who shall place the shares in central custody in accordance with the preceding paragraph, except for those who already did so at the time of TIB listing, in which case they shall keep the shares in central custody until the expiration of the original central custody period, the rest of them shall place the shares in central custody in accordance with the regulations, and the central custody period shall be handled in accordance with the following manner:
- Where Article 10, paragraph 4 shall apply mutatis mutandis, all securities may be withdrawn only after full six months from the first day of listing and trading.
- Where Article 10, the proviso of paragraph 4 shall apply mutatis mutandis, one half of securities may be withdrawn only after full six months from the first day of listing and trading, and all securities may be withdrawn only after a full year from the first day of listing and trading.
Under the circumstances in the preceding paragraph, the TWSE may request the relevant personnel to place the shares in central custody for the period prescribed in the preceding paragraph if it deems necessary.
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