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These Procedures are established for the handling of cases that the Financial Supervisory Commission (hereinafter referred to as the "Competent Authority") administratively entrusts to the TWSE according to its 27 October 2014 Public Announcement No. Financial-Supervisory-Securities-Corporate-10300416756, 15 April 2021 Public Announcement No. Financial-Supervisory-Securities-Corporate-11003362462, Article 11-1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers (hereinafter referred to as the "Offering and Issuance Regulations"), and Article 9-1 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers (hereinafter referred to as "Foreign Issuer Regulations").
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2
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The TWSE shall comply with the Offering and Issuance Regulations, Foreign Issuer Regulations and other relevant laws and regulations in handling the registration of the securities in the circumstances as described in the following paragraphs:
- The issuance of new shares for public sale for cash capital increase prior to initial public issuance on the TWSE and listing on the Taiwan Innovation Board (TIB) of domestic issuers, and issuance of new shares for public sale for cash capital increase prior to an IPO and initial public issuance of foreign issuers applying for TWSE primary listing and TIB primary listing.
- An IPO together with the issuance of new shares for capital increase and issuance of new bonus shares of domestic issuers applying for listing of stocks on the TIB.
- The issuance of new shares due to merger, issuance of new shares due to assignment of shares of another company, issuance of new shares due to acquisition or split pursuant to law, supplemental public issuance for privately placed securities and capital reduction of TWSE listed companies, TIB listed companies, TWSE primary listed companies or TIB primary listed companies.
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3
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A domestic issuer and foreign issuer to handle the registration of the securities in the circumstances as described in the preceding article shall register with the TWSE with the applicable registration forms as described in the following subparagraphs, specifying required information therein, as well as the required materials submitted:
- For registration as described in subparagraphs 1 and 2 of the preceding article, the registration forms in Attachments 1 to 2 are required for domestic issuers and the registration forms in Attachments 3 to 4 are required for foreign issuers.
- For registration as described in subparagraph 3 in the preceding article, the registration forms in Attachments 5 to 9 are required for domestic issuers and the registration forms in Attachments 10 to 14 are required for foreign issuers.
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4
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TWSE personnel shall perform following procedures upon accepting the cases mentioned in the preceding article:
- Examine whether the attachments of the registration forms and photocopies of receipts of duplicates from the receiving units or relevant evidence are in order.
- Examine whether the following documents in the registration documents involve major abnormal matters: CPA case review forms, legal opinion and case review forms, and evaluation report of the securities underwriter etc.
The TWSE may reject a registration submitted by a domestic issuer which the TWSE finds upon examination to warrant rejection under the Offering and Issuance Regulations.
The TWSE may reject a registration submitted by a foreign issuer which the TWSE finds upon examination to warrant rejection under the Foreign Issuer Regulations.
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5
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The TWSE may void or revoke an effective registration of a domestic issuer which the TWSE finds upon examination after the registration takes effect to warrant revocation or nullification under the Offering and Issuance Regulations.
The TWSE may void or revoke an effective registration of a foreign issuer which the TWSE finds upon examination after the registration takes effect to warrant revocation or nullification under the Foreign Issuer Regulations.
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These Procedures shall take effect after having been submitted to and approved by the Competent Authority. The attachments of these Procedures shall take effect after having been submitted to and approved by the general manager of the TWSE. Subsequent amendments to these Procedures or the attachments shall be effected in the same manner.
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