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Taipei Exchange Rules Governing Information to be Published in Prospectuses for Applications for Trading of Securities on the TPEx  CH

Amended Date: 2019.11.01 (Articles 3, 6, 16-1 amended,English version coming soon)
Current English version amended on 2019.07.22 
Article 1 These Rules are adopted pursuant to Article 30, paragraph 3 of the Securities and Exchange Act. Info
Article 2 When a domestic issuer applies for trading of securities on the TPEx, the information to be published in the prospectus that it submits shall comply with these Rules, and the preparation of the prospectus shall additionally comply, mutatis mutandis, with the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses (hereinafter, "Prospectus Regulations").
When a foreign issuer applies for registration as an emerging stock company or listing as a TPEx primary listed company, the information to be published in the prospectus that it submits shall comply with the relevant provisions of the Financial Supervisory Commission (FSC) Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers and with these Rules, and the preparation of the prospectus shall additionally comply, mutatis mutandis, with the Prospectus Regulations.
If an issuer under either of the preceding two paragraphs is a banking, bills finance, securities, futures, insurance, fiduciary investment, or other special enterprises, for which the competent authority has other provisions on the information to be published, the issuer shall comply with those provisions.
When a foreign issuer applies for TPEx secondary listing of its stock, or a foreign issuer and its depository institution apply for TPEx trading of Taiwan Depositary Receipts, the information to be published in the prospectus shall be prepared in accordance with the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers. When a foreign issuer that sponsors issuance of Taiwan Depositary Receipts applies for initial TPEx listing of the Taiwan Depositary Receipts, it shall disclose in the prospectus the opinion letter provided by the industry specialists engaged by the recommending securities firm along with the concluding opinion of the recommending securities firm's evaluation report.
Article 3 If an issuer applies for TPEx trading of its stocks as a technology-based enterprise, or a cultural or creative enterprise, or based on the "net worth, operating revenue, or cash flow from operating activities" standard set out in Article 3, paragraph 1, subparagraph 2 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx (the "TPEx Review Rules"), Article 3, paragraph 1, subparagraph 2 of the Taipei Exchange Supplemental Directions for Applications by Investment Holding Companies for TPEx Listing, or Article 4, paragraph 1, subparagraph 6 of the Taipei Exchange Rules Governing the Review of Foreign Securities for Trading on the TPEx (the "Foreign Securities Review Rules"), it shall furthermore comply with the following rules:
1.The sentence: "Investors please note that the Company is a technology-based enterprise (or cultural or creative enterprise), or has applied for TPEx listing based on the "net worth, operating revenue, or cash flow from operating activities" standard, for which profitability is not a requirement for TPEx listing." shall be printed prominently on the front cover of the prospectus (supplementing the provisions under Article 3 of the Prospectus Regulations).
2.The summary section in the prospectus (supplementing the provisions under Article 7 of the Prospectus Regulations, and amending Table 1) shall additionally list the technical shareholders, and the position titles, names, and shareholding ratios of chief officers of units at all levels, the chief officers of technology and research and development, and the relevant technology and research and development personnel.
3.The section on company organization (supplementing the provisions under Article 10 of the Prospectus Regulations, and amending Table 2) shall additionally list summaries of the qualifications and experience of the technology and research and development personnel.
4.The section on capital and shares (supplementing the provisions under Article 11 of the Prospectus Regulations, and amending Table 13) shall additionally list the changes to shareholdings of the current directors, supervisors, technical shareholders, managers, and technology and research and development personnel, and shareholders holding more than 5 percent of the total amount of issued shares of the company.
5.The section on operation of the company (supplementing the provisions under Article 19) shall additionally list the following matters:
A.The section on the market and production/sales shall additionally list the research and development plan for product technology analysis and continuous development, which includes:
a.The level, origin, safeguard (with respect to patent rights and legal protections), and upgrade of product manufacturing and development technologies.
b.The competitive edge, life cycle, and continuous development of the current major products, and the research and development plan for new products.
B.The section on the number of employees for the most recent 3 fiscal years shall additionally list the employment turnover and movement of managers, and technology and research and development personnel, and other employees.
When an issuer applies for TPEx trading of its stock pursuant to the preceding paragraph, if it offers, for public sale, cash capital increase new shares issued prior to the TPEx listing and reserves a specified percentage of the shares for allocation via negotiated sale, it shall further comply with the following rules:
1.The section on special items to be included (supplementing the provisions under Article 31 of the Prospectus Regulations) shall additionally list the following matters:
A.A list of investors for allocation via negotiated sale, the number of shares agreed for subscription, the total number of shares agreed for allocation, the percentage those shares comprise of the number of shares in the current issue, the sale restrictions on the allocated shares, and other relevant matters, together with assessment opinions from a recommending securities firm(s) as to the reasonableness of these matters, the financial payment ability of the investors, and the appropriateness of the agreed upon matters.
B.Written statements produced by the issuer and recommending securities firm that the issuer or recommending securities firm does not provide any benefit to the investors for allocation via negotiated sale or their designees, directly or indirectly, in any form, by any means, or for any reason.
C.Written statement produced by an investor for allocation via negotiated sale that the investor or the investor's designee does not demand or receive any benefit from the issuer or recommending securities firm, provided directly or indirectly, in any form, by any means, or for any reason.
2.The section on important resolutions (supplementing the provisions under Article 33 of the Prospectus Regulations) shall additionally include the complete content of the resolutions adopted at a shareholders meeting for the proposed allocation via negotiated sale. The statement of reasons for convening that shareholders meeting shall list relevant matters and provide relevant explanations.
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Article 4 If an issuer applies for TPEx trading of its stock as a corporate group, the section on special items to be included (supplementing the provisions under Article 31 of the Prospectus Regulations) shall additionally list the following matters: (not applicable to government-owned enterprises)
1.If there are business transactions between the issuer and other companies within the same corporate group, each shall provide a written statement or undertaking that there are not, and there will not be, any non-arm's length transactions, and shall disclose the policies on its important business operations.
2.If the issuer has no business transactions with other companies within the same group enterprise, it shall provide an undertaking that when there is any business transaction in the future, there will be no non-arm's length transactions.
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Article 5 If an issuer applies for TPEx trading of its stock as a construction company, the section on special items to be included (supplementing the provisions under Article 31 of the Prospectus Regulations) shall additionally list the following matters: (not applicable to government-owned enterprises)
1.A domestic issuer shall provide a written statement or undertaking that there are not, and there will not be, any non-arm's length transactions in its financial transactions, and shall disclose the policies on its important business operations.
2.Disclose plans for land acquisition and construction
A.The company's business strategies after TPEx listing (including land acquisition strategies and construction plan for the next 3 years)
B.Information on individual construction projects for the past 3 fiscal years and up to the current year, including the project name, address and area of the base of the construction project, type of contract, commencement date of construction, completion date of construction (or the projected completion date), number of floors, number of households, total floor area, monetary amount reserved for its own use (cost), monetary amount from potential sales, gross income (or projected gross income), monetary amount from sold construction projects, number of households already sold, construction progress, and whether it is a joint venture construction, self construction, or other type of construction.
C.Information on land that has been acquired but on which no construction has been started, and on individual projects planned, including the project name, whether it is a joint venture construction, self construction, or other type of construction, address and area of the base of the construction project, projected commencement date of construction, projected completion date, projected number of floors, projected number of households, projected total floor area, projected monetary amount reserved for its own use (cost), projected monetary amount from sales, projected gross income, announced current value, and current use.
D.Inventory balance of projects that have been completed but have not yet been sold up to the current year. The sales figures for the fiscal year in which the date of application for TPEx listing falls and the subsequent fiscal year, and the ratio of the project's net worth to the total assets.
E.The recommending securities firm's evaluation of the feasibility of the above-mentioned items 1 and 3, and the possibility of reaching the sales figures under item 4.
F.The recommending securities firm's evaluation on whether there is any irregularity with respect to the source of the land that the company acquired or the uncompleted constructions or buildings for the most recent 5 fiscal years and the fiscal year in which the date of application for TPEx listing falls.
G.If its profitability, after imputed calculation and deduction by certified public accountants (CPAs) of the revenue and gross profit derived from the following activities, remains in compliance with Article 3, paragraph 1, subparagraph 2 of the TPEx Review Rules, list the calculation result and its impact on the profitability:
a.Purchase of completed or uncompleted construction projects from others (referring to projects for which 40 percent or more of the total construction cost was already invested).
b.Purchase or sale of bare land or buildings already built.
c.Acquisition of land or buildings originally owned by persons who were the counterparty/parties in what was a joint venture construction project, and subsequent sale thereof.
d.Sale of buildings or land to a related party.
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Article 6 If a domestic issuer applies for TPEx trading of its stock as a software company, it shall follow the following rules:
1.The summary section in the prospectus (supplementing the provisions under Article 7 of the Prospectus Regulations) shall additionally list the technical shareholders, and the position titles, names, and shareholding ratios of the chief officers of units at all levels, the chief officers of technology and research and development, and the relevant technology and research and development personnel.
2.The section on company organization (supplementing the provisions under Article 10 of the Prospectus Regulations) shall additionally list summaries of the qualifications and experience of the technology and research and development personnel.
3.The section on capital and shares (supplementing the provisions under Article 11 of the Prospectus Regulations) shall additionally list the changes to shareholdings of the current directors, supervisors, technical shareholders, managers, and technology and research and development personnel, and shareholders holding five percent or more of the total outstanding shares of the company.
4.The section on operation of the company (supplementing the provisions under Article 19) shall additionally list the following matters:
A.The section on the market and production/sales shall additionally list the research and development plan for product technology analysis and continuous development, which includes:
a.Research projects and research expenses for the most recent 5 years and the future 3 years.
b.The level, origin, safeguard (with respect to patent rights and legal protections), and upgrade of product manufacturing and development technologies.
c.The competitive edge, life cycle, and continuous development of the current major products, and the research and development plan for new products.
B.The section on the number of employees for the most recent 3 fiscal years shall additionally list the employment turnover and movement of managers, and technology and research and development personnel, and other employees.
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Article 7 If an issuer applies for TPEx trading of its stock as an investment holding company, the section on operation of the company (supplementing the provisions of Article 19 of the Prospectus Regulations) shall additionally list the following matters:
1.The issuer's operational decision-making ability.
2.The issuer's management and supervision of the holding company subsidiaries.
3.The operations of the holding company subsidiaries.
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Article 8 A domestic issuer applying for TPEx trading of its stock as a private institution participating in infrastructure shall furthermore comply with the following rules:
1.The sentence: "Investors please note that the Company is a private institution participating in infrastructure, for which profitability is not a requirement for TPEx listing." shall be printed prominently on the front cover of the prospectus (supplementing the provisions under Article 3 of the Prospectus Regulations).
2.The summary section in the prospectus (supplementing the provisions under Article 7 of the Prospectus Regulations) shall additionally list the technical shareholders, and the position titles, names, and shareholding ratios of the chief officers of units at all levels, the chief officers of technology and research and development, and the relevant technology and research and development personnel.
3.The section on company organization (supplementing the provisions under Article 10 of the Prospectus Regulations) shall additionally list summaries of the qualifications and experience of the technology and research and development personnel.
4.The section on capital and shares (supplementing the provisions under Article 11 of the Prospectus Regulations) shall additionally list the changes to shareholdings of the promoters, major shareholders, managers, and technology and research and development personnel.
5.The section on special items to be included (supplementing the provisions under Article 31 of the Prospectus Regulations) shall additionally list the following matters:
A.The process by which the government concession was awarded, and the legal and regulatory requirements relevant to the plan.
B.A summary of important contract contents relevant to the plan.
C.An introduction to, and the segregation of duties of, the principal shareholders and operator and evidence that they possess all technical capabilities, financial resources, and other necessary capabilities required by the concession contract
D.A project construction plan and feasibility analysis.
E.A construction period financial plan which shall include a cash flow forecast, and plans for capital increase, capital decrease, borrowing and repayment
F.A construction period risk management plan.
G.An operations plan and relevant assumptions.
H.A construction period financial plan which shall include operating revenues, projected operating costs and profits, and projected financial statements, capital increase, capital decrease, borrowing and repayment plans for the first 5 years of the operations period, provided that this rule does not apply if the company is already in operation upon application for TPEx listing.
I.Other special items that impact the completion or operations of each project.
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Article 9 If a domestic issuer applies for TPEx trading of its stock as a financial holding company, the section on operation of the company (supplementing the provisions of Article 19 of the Prospectus Regulations) shall additionally list the following matters:
1.The domestic issuer's operational decision-making ability.
2.The domestic issuer's management and supervision of the subsidiaries.
3.The operations of the subsidiaries.
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Article 9-1     Where an issuer owns mineral rights under the Mining Act and is required to prepare a country-by-country report pursuant to Article 22-1 of the Regulations Governing Assessment of Profit-Seeking Enterprise Income Tax on Non-Arm's-Length Transfer Pricing, the section on special items to be included (supplementing the provisions under Article 31 of the Prospectus Regulations) shall additionally disclose the most recent country-by-country report submitted by its Multinational Enterprise (MNE) Group to the local tax collection authority.
    The members and contents to be covered in the country-by-country report in the preceding paragraph shall be subject mutatis mutandis to Article 22-1, paragraph 5 of the Regulations Governing Assessment of Profit-Seeking Enterprise Income Tax on Non-Arm's-Length Transfer Pricing.
Article 10 A foreign issuer applying for TPEx primary listing of its stocks shall comply with the following rules:
1.The phrase "During the fiscal year of its TPEx listing and the 2 succeeding fiscal years, this company shall continue to engage its lead recommending securities firm to assist it in compliance with ROC securities laws and regulations, TPEx rules, required public announcements, and the Contract for TPEx Primary Listing of Stock of a Foreign Issuer" shall be printed prominently on the front cover of the prospectus. However, for a technology-based enterprise or a cultural or creative enterprise applying for TPEx primary listing, or an issuer that applies for TPEx primary listing based on the "net worth, operating revenue, or cash flow from operating activities" standard in Article 4, paragraph 1, subparagraph 6 of the Foreign Securities Review Rules, the abovementioned engagement period shall be the fiscal year of its application for TPEx listing and the 3 succeeding fiscal years.
2.The fees related to application for TPEx listing of its stocks shall be printed prominently on the front cover of the prospectus, including the following items:
A.Underwriting fees, specifying the guidance fees, firm-commitment underwriting fees, or best-efforts underwriting fees.
B.TPEx listing application review fees.
C.Other fees, including CPA fees, attorney fees, and printing fees, which do not need to be listed item by item.
3.The financial reports for the most recent 2 fiscal years and the most recent fiscal period, audited and attested or reviewed by CPAs.
4.The description of the issuer's industry, business operations, and other important risks, and the page number and indexes of detailed risk statements shall be printed prominently on the first page after the inside front cover of the prospectus, and shall be written in a language that is clear and easy to understand.
Article 10-1 A domestic issuer applying for TPEx listing of its stocks shall comply with the following rules:
1.The fees related to application for TPEx listing of its stocks shall be printed prominently on the front cover of the prospectus, including the following items:
A.Underwriting fees, specifying the guidance fees, firm-commitment underwriting fees, or best-efforts underwriting fees.
B.TPEx listing application review fees.
C.Other fees, including CPA fees, attorney fees, and printing fees, which do not need to be listed item by item.
2.The description of the issuer's industry, business operations, and other important risks, and the page number and indexes of detailed risk statements shall be printed prominently on the first page after the inside front cover of the prospectus, and shall be written in a language that is clear and easy to understand.
Article 11 If an issuer applies for TPEx trading of its stock and engages its recommending securities firm to conduct public sale of new shares issued through cash capital increase prior to initial TPEx listing, it shall furthermore comply with the following rules:
1.The phrase "This prospectus applies to a company making an initial application for TPEx trading of its stock and planning to engage its recommending securities firm to conduct public sale of new shares issued through cash capital increase prior to initial TPEx listing" shall be prominently on the front cover of the prospectus (supplementing the provisions under Article 3 of the Prospectus Regulations).
2.The summary section in the prospectus (supplementing the provisions under Article 7 of the Prospectus Regulations, and amending Table 1) shall additionally specify the number of shares intended to be issued for a capital increase, and the purpose for which the capital increase will be used, and shall comply with Article 24, subparagraphs 1, 8, 10 of the Prospectus Regulations, which shall apply mutatis mutandis, in order to reinforce the disclosure of the current plan for cash capital increase.
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Article 12 If an issuer is applying for TPEx trading of its stock, and previously issued shares of the company are to be made available as overallotment shares for exercise by the recommending securities firm, the issuer shall furthermore comply with the following rules:
1.The phrase "This prospectus applies to an initial application for TPEx trading of stock. There are no price fluctuation limits on the first 5 trading days after listing, so investors should pay attention to trading risks." shall be printed prominently on the front cover of the prospectus (supplementing the provisions under Article 3 of the Prospectus Regulations).
2.The summary section in the prospectus (supplementing the provisions under Article 7 of the Prospectus Regulations, and amending Table 1) shall additionally specify the information on the exercise of overallotment and price stabilization by the recommending securities firm.
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Article 13 A domestic issuer applying for its stock to be TPEx managed stock shall furthermore comply with the following rules:
1.The phrase "Investors please note that the Company is applying for its stock to be TPEx managed stock after delisting from the TWSE (TPEx)." shall be printed prominently on the front cover of the prospectus (supplementing the provisions under Article 3 of the Prospectus Regulations).
2.Except for Articles 12 to 18 of the Prospectus Regulations, the content of the remaining articles shall be stated article by article in the prospectus (supplementing the provisions under Article 6 of the Prospectus Regulations).
3.The section on special items to be included shall list the important content in the application documents (supplementing the provisions under Article 31 of the Prospectus Regulations), including:
A.The reasons for termination of the TPEx trading or the listing of the securities and the current situations.
B.An attorney' legal opinion.
C.The status of improvements of any matters that the Securities and Futures Commission notified the issuer to improve upon the approval (or effective registration) of the securities of the previous issue.
D.Other matters for which supplementary explanation is required.
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Article 14 If a domestic issuer applies for registration of its stock as an emerging stock, the prospectus that it submits may adopt the version that it prepared most recently pursuant to the Prospectus Regulations. However, the figures related to business and finance must be updated to the figures in the most recent financial statement.
If the issuer applies, in the status of a venture capital firm, for registration of its stock as an emerging stock, it shall furthermore comply with the following rules:
1.The sentence: "Investors please note that the Company is a venture capital firm, whose main business is investment." shall be printed prominently on the front cover of the prospectus (supplementing the provisions under Article 3 of the Prospectus Regulations).
2.The summary section in the prospectus (supplementing the provisions under Article 7 of the Prospectus Regulations, and amending Table 1) shall additionally list the following matters:
A.A summary chart of the top five investee companies, including the name of the company, main products, market structure, the applicant company's shareholding percentage in the investee company, and the ratio of the total amount of the investment to the applicant company's total assets as listed in the most recent financial report.
B.The ratio of the total amount of investment to the applicant company's total assets at the time of applying for emerging stock registration, and on the date of the financial reports for the most recent 2 fiscal years.
C.Investment in TWSE (or TPEx) listed securities and securities listed on the emerging stock market.
3.The section on operation of the company (supplementing the provisions under Article 19) shall describe the operations and investment decisions of the applicant company, and additionally shall describe item-by-item the operations and profits with respect to the markets and the production/sales of each investee company.
Article 15 When a foreign issuer applies to be listed on the emerging stock market, the submitted financial report shall be the one for the most recent year, audited and attested by CPAs. When 45 days have elapsed after the end of the fiscal half year at the time of the foreign issuer's application to be listed on the emerging stock market, the foreign issuer shall additionally submit the financial report for the second quarter of the year, reviewed by CPAs.
Article 16 The section on matters pertaining to risks (supplementing the provisions under Article 9) shall furthermore comply with the following rules:
1.When the issuer's financial reports for the most recent fiscal year or the fiscal year in which the TPEx listing is filed reveal that it meets any of the standards defining a major subsidiary under Article 2-1, paragraph 2 of the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, or the recommending securities firm thinks there are major impacts on the issuer's financial reports, then the explanation of matters pertaining to risks shall be additionally listed.
2.When a foreign issuer applies for registration on the emerging stock market or for TPEx primary listing, it shall additionally specify the macro economy, changes in the political and economic environments, relevant legal requirements, foreign exchange controls, taxes, and whether or not a final and conclusive civil judgment issued by an R. O. C. court will be recognized, in the country where the foreign issuer is incorporated and in the countries where it has its main operation activities, and other risks, and describe the response measures adopted by the foreign issuer.
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Article 16-1 The section on company organization (supplementing the provisions under Article 10 of the Prospectus Regulations) shall additionally publish the following matters:
for any persons who are not directors of the issuer but who substantially perform a director's duties or control the company's personnel, finance or business operation, thereby substantially directing directors in their performance of duties, specify such non-directors' names, education, work experiences, shareholdings, concurrent positions held in the issuer and other companies, relationship with the issuer's directors and supervisors, and actual control over the issuer shall be added; in the case of a foreign issuer, the above-mentioned non-directors' legal responsibilities under the laws and regulations of the country where the issuer is incorporated shall further be identified.
Article 17 The section on operation of the company (supplementing the provisions under Article 19) shall additionally list the following matters:
1.If the company and its subsidiaries, in the fiscal year of its application for TPEx listing and the preceding 2 fiscal years, have engaged one single processing factory to handle processing work that amounts to NT$50 million or more within a fiscal year, the processing factory's name, address, telephone number, directors, major shareholders with shareholding of 10 percent or more, and the financial statements of the most recent period.
2.Whether there is any litigious matter, or if any adjustment is needed in the relationship between the employer and the labor.
3.Whether it has the ability to respond to changes in economic cycles.
4.Whether any transactions among related parties are reasonable (This requirement does not apply to business transactions conducted by public enterprises in accordance with the Audit Act).
5.If the enterprise is in the biotechnology industry, pharmaceutical industry, or medical-apparatus industry, the following information shall be added: the fact that it has obtained a license from the competent authority pursuant to laws and regulations for conducting clinical trials on human bodies or field experiments or for domestic engagement in R&D in the biotechnology industry or medical-apparatus industry; track records of the production and sale of products or provision of technical services in connection with biotech or medical apparatus; together with the ratio of the operating revenue and R&D cost of the products and related technical services to the total operating revenue of the company in the most recent year.
6.If during the year prior to submitting its application for TPEx listing, the company adjusted its business operations, terminated part of its business, or spun off part of its business into an independent company, transferred it to another company, or merged it with another company, the following information shall be added: the businesses terminated, transferred, or merged; currently surviving lines of business; and the ratio of the operating revenue and R&D cost of the currently existing businesses to the total operating revenue of the company in the preceding year.
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Article 18 The section on investee enterprises (supplementing the provisions under Article 21) shall additionally list the following matter: those who are already conducting indirect investment, or are planning to, in the Mainland Area shall additionally list the investee enterprise's name, address, telephone number, directors, major shareholders with shareholding of 10 percent or more, and the financial statements of the most recent period. Info
Article 19 The section on summary financial data for the most recent 5 years (supplementing the provisions under Article 27) shall furthermore comply with the following rules:
1.If the summary financial data of a domestic issuer for the last 7 consecutive years after public issue or those of a foreign issuer for the last 7 consecutive years were audited and certified by the same CPAs in each of those years, the company shall explain the reasons for not changing the CPAs, the independence of the current CPAs, along with specific measures taken by the company to reinforce the CPAs' independence in certification.
2.For an application for registration of its stock on the emerging stock market, a foreign issuer may present the financial data for the most recent 2 fiscal years only. For an application for primary TPEx listing of its stock, a foreign issuer may present the financial data for the most recent 3 years only.
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Article 20 The section on special items to be included (supplementing the provisions under Article 31) shall additionally list the following matters:
1.An internal control statement prepared by self-assessment by a domestic issuer of its internal control systems, and a report by a CPA after conducting a special audit.
2.The written undertakings by the issuer and each of its affiliated companies that all financial and operational interaction takes place on an arms-length basis, together with their significant business policies (not applicable to government-owned enterprises).
3.Whether any line of credit applied for is used jointly by the issuer and any other company.
4.Whether the issuer has loaned any large amount of funds to others without good cause.
5.If the issuer files an application for TPEx listing of corporate bonds, it shall disclose the sources of funds for the payment of principal and interest of the corporate bonds, as well as the rating results, including the rating of the bonds or the guaranteeing financial institution, the reasons for the rating result, and the rating outlook.
6.If the issuer has a circumstance under Article 10, paragraph 1, subparagraph 4 of the TPEx Review Rules, or Article 9, paragraph 1, subparagraph 3 of the Foreign Securities Review Rules, the issuer shall fully disclose the details and the status of the handling of the material non-arm's length transaction which has not been corrected, and report to the shareholders' meeting.
7.Fully disclose the basis and method of the joint determination of the offering price by the issuer and the recommending securities firms. At least the following matters shall be disclosed:
A.The method, principle or calculation for determination of the offering price, and its comparison with the prevalent international market value method, costing method, and discounted cash flow method.
B.Comparison of the financial condition, profit status, and price-to-earnings ratio of the issuer with those of TPEx listed companies in the same industry.
C.If the agreed offer price is determined based on a financial expert's opinions, or the appraisal institution's appraisal reports, the content and conclusion of such expert's opinion or the appraisal report shall be specified.
D.The issuer's average stock price and trading volume for the month nearest to the listing on the emerging stock market.
E.The evaluation opinion of the recommending securities firm on the reasonableness of the offering price which it jointly determines with the issuer.
8.The issuer shall, based on its offering price and average stock price for the month nearest to the listing on the emerging stock market, calculate, using the intrinsic method, the possible impact on the financial statements following TPEx listing of its stock, of its issued employee subscription warrants for which the final determination date of share-based payment transactions has not yet arrived.
9.Other written undertakings or representations required by relevant provisions.
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Article 21 Important resolutions (supplementing the provisions under Article 33 of the Prospectus Regulations): In order to adapt to changes in business cycles and to strengthen the financial structure of the company, it is recommended that the TPEx listed company adopt a balanced dividend policy. The issuer shall additionally disclose matters relating to its future policy on dividend distribution, and shall disclose any information related to endorsements and guarantees as of the publishing date in order to strengthen endorsement and guarantee procedures. Info
Article 22 An issuer applying for TPEx listing of its stocks shall transmit the electronic file of the prospectus it has prepared in accordance with the format required by the TPEx to the TPEx-designated information reporting website, and deliver four copies of the prospectus to the TPEx, and may deliver a simplified prospectus to the subscribers.
Article 23 These Rules, and any amendments hereto, shall be implemented upon review and recordation by the competent authority. Any addition, deletion or amendment to the relevant attachments to these Regulations shall be implemented after having been submitted to and approved by the TPEx president.