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Article 28-7
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A foreign issuer that applies for a TWSE primary listing of its stock shall in writing undertake as follows:
- When the TWSE deems it necessary to audit the foreign issuer's financial operations or money flow, the foreign issuer is willing to fully cooperate with the investigations of the TWSE and any attorney, CPA, or professional institution designated by the TWSE, to provide any and all information required by the TWSE, and agrees to be responsible for payment of investigation expenses.
- The foreign issuer will appoint a professional shareholder services agent in the Republic of China to handle shareholder services, and will continuously engage a lead securities underwriter from the date of listing to the end of the 3 subsequent fiscal years to assist it in complying with ROC securities laws and regulations, and the listing contract.
- The foreign issuer will add important matters concerning the protection of shareholders' equity in its articles of incorporation or organizational documents. If they are added to the organizational documents, the issuer shall state in its articles of incorporation that those matters will be separately handled in accordance with the organizational documents, and the procedures for additions to and amendments of the organizational documents shall be the same as those for the articles of incorporation. If, however, there is a conflict with mandatory provisions in the laws and regulations of the issuer's country of registration, such that the foreign issuer is unable to add these matters to its articles of incorporation or the organizational documents, the foreign issuer shall enhance disclosure of these matters by including any material discrepancies regarding protection of shareholder equity in the section of its prospectus for matters of special note.
- The shares under the listing application shall be delivered by the book-entry method.
- After listing, it will continue to comply with ROC securities laws and regulations, the listing contract, and the bylaws, rules, and public announcements of the TWSE.
If the laws and regulations of a foreign issuer's country of registration contain mandatory provisions conflicting with provisions requiring mutatis mutandis application of the ROC Securities and Exchange Act, the mutatis mutandis application of the Securities and Exchange Act may only be eliminated when the foreign issuer is included in the scope of a prior public announcement of the competent authority allowing exemption from the application of specific provisions of the Securities and Exchange Act.
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Article 34
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A domestic issuer or foreign issuer applying for the listing of stocks at the TIB shall issue a written guarantee to undertake the following:
- Has completed registration of non-physical securities prior to the listing, except where its stocks have been registered for trading at the TPEx.
- Continue to appoint the lead securities underwriter to assist its compliance with the securities laws of the Republic of China, listing contract and other regulations from the listing date until the end of the third fiscal year thereafter, or a longer period of time if the TWSE believes it is necessary the appointment should continue. When it terminates the appointment with the lead securities underwriter during the listing, it shall appoint a new securities underwriter as successor within one month of the day when termination of appointment takes effect. Where it has become a listed company or primary listed company in accordance with Article 40, the appointment contract may be terminated.
- During the first three fiscal years from the following year after its listing, disclose the annual report at the Internet information reporting system designated by the TWSE at the same time when submitting the written annual report, and report in writing the CPA’s project audit report for the previous year.
In case of a foreign issuer, in addition to the preceding paragraph, it shall issue a written guarantee to further undertake the following:
- If the TWSE deems it necessary to audit a foreign issuer’s finance and business or fund flows, the issuer is willing to fully cooperate in the investigations conducted by the TWSE and the lawyers, CPAs or professional institutions appointed by the TWSE, and furnish all information requested by the TWSE, and agrees to pay the costs for all investigations.
- Important matters relating to protection of shareholders’ equity should be added in the articles of incorporation or organic documents. In case of these matters are added in the organic documents, the articles of incorporation must specify that these matters shall be separately governed by the organic documents, and the organic documents may be added and/or amended through the same procedure accordance to which the articles of incorporation may be added and/or amended. Where such addition to the articles of incorporation or organic documents is contradictory to the mandatory requirements under the laws of the jurisdiction of incorporation, information specifically about enhanced disclosure of major differences must be contained in the prospectus.
- It will continue to comply with the securities laws of the Republic of China, listing contract, the TWSE policies and rules and other publications after listing.
Where the mandatory requirements under the laws of the jurisdiction where the foreign issuer is incorporated as described in the preceding paragraph contradict to the mutatis mutandis provisions of the ROC Securities and Exchange Act, mutatis mutandis application of these provisions may only be excluded to such extent that certain requirements under the Securities and Exchange Act may be waived as indicated in the public announcement of the competent authority of the ROC government.
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