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1
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These Directions are adopted under Article 2, paragraph 3, of the Taiwan Stock Exchange Corporation (TWSE) Regulations for the Review of Securities Listings.
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2
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Except where otherwise provided by act, regulation, or rule, the TWSE shall review applications for the listing of beneficiary securities issued by trustee institutions or asset-backed securities issued by special-purpose companies in accordance with these Directions. Where any applicable provision of law on which these Directions are based is amended, such amended provision shall govern.
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3
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A trustee institution applying for listing of beneficiary securities issued by it, or a special-purpose company applying for listing of asset-backed securities issued by it shall, in accordance with TWSE rules, submit a listing application form to that effect, specifying the required information and annexing the required documents, to the TWSE mail department personnel, whereupon, following registration and assignation of a case number, the application will be distributed to a case-handling unit. The case-handling unit shall, in order of receipt, appoint dedicated personnel to handle the application. The case handler shall then immediately sign his or her name on the case-handling unit's registration ledger to acknowledge receipt, and will safekeep the application and annexed documents, and inform the competent authority by letter.
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4
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Upon entertaining an application for listing of beneficiary securities issued by a trustee institution or asset-backed securities by a special-purpose company, the TWSE case handler shall proceed with a written review of the application form and annexed documents; the guidelines, sequence, and time limits for such review shall be as follows:
- Key points for review:
- for application documents:
- The case handler shall ascertain that a complete set of the required documents has been submitted, complete a Checklist for Application Documents for Listing of Beneficiary Securities/Asset-backed Securities (Schedule 1), and submit the same to each higher level for review. If the submitted documents are found to be incomplete, the applicant shall be requested to supplement the required documents within a prescribed time limit; where supplementation is not made within the time limit, a notice of rejection shall be issued, together with a report to the competent authority.
- The case handler shall examine whether the prospectus includes all information under the Regulations Governing Information to be Published in Prospectuses for Public Offerings of Beneficiary Securities by Trustee Institutions and Public Offerings of Asset-Backed Securities by Special Purpose Companies promulgated by the competent authority, and complete a Checklist for the Beneficiary Securities/Asset-backed Securities Prospectus (Schedule 2)
- The case handler shall examine whether the assessment report issued by the securities underwriter includes all required information, and complete a Securities Underwriter Assessment Report Checklist (Schedule 3).
- The case handler shall complete relevant checklists for the reviews under (i) to (iii) and submit the same to each higher level for review. Where omission or incomplete disclosure of a particular matter is discovered, a notice of rejection shall be issued, with a copy to the competent authority.
- for the listing requirements under the TWSE Regulations for Review of Securities Listings: The case handler shall examine the submitted listing application and attached documents to determine whether the listing requirements under each subparagraph of Article 23-1 of the TWSE Regulations for Review of Securities Listings are met, complete a Listing Requirements Review Form (Schedule 4), and submit the same to each higher level for review
- Issuance of listing approval letter:
- After written review confirms that a complete set of application documents has been submitted and that the listing requirements are met, and has been confirmed by review at each higher level, the TWSE will issue a letter of contingent approval for listing, stating: "Contingent upon approval by the competent authority of the issuer's application for public offer of its beneficiary securities/asset-backed securities, and upon its continuing to satisfy listing requirements based on beneficiary/holder distribution information at the time of completion of underwriting, the TWSE grants its application for listing of beneficiary securities/asset-backed securities. Where no application for public offer is filed with the competent authority within 30 days from the issuance of this letter, this approval letter shall be void." The issuer shall use this letter to apply to the competent authority for public offer of the beneficiary securities or asset-backed securities.
- The TWSE case-handling department shall compile and submit monthly reports to the board of directors on the status of issuance of listing approval letters for applications for listing of beneficiary securities and asset-backed securities.
- Review period: A TWSE case handler entertaining a listing application for beneficiary securities and asset-backed securities shall complete review of the above-mentioned Schedules 1 to 5, and have the reviews at higher levels completed, within five business days of accepting the application for processing, provided that under extraordinary circumstances the review period may be extended by filing for and obtaining approval for an extension.
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5
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A trustee institution or special purpose company shall submit relevant information to the TWSE by the following time limits:
- Within three days from the competent authority’s approval of the public offer, submit a photocopy of the approval letter, whereupon the TWSE will submit the listing application form and all relevant documentation, together with the above review materials and the signed listing contract, to the competent authority for recordation, with a notice by letter to each securities firm and other relevant agencies for pre-listing arrangements.
- Within three days of completion of underwriting, submit a Beneficiaries/Holders Distribution List (Schedule 5) and make arrangements to determine a listing date that shall be no earlier than three business days from the date of submission. Where the TWSE case handler makes a review and ascertains that the listing requirements are met, relevant procedures will be followed for a public announcement on the listing, with the review results reported by letter to the competent authority for recordation. Where the review reveals that any listing requirement is not met, the listing contract shall be voided and its voidance reported to the competent authority for recordation.
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6
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The TWSE case handling department in charge of applications for listings of beneficiary securities and asset-backed securities shall compile and deliver a monthly report on such applications to the board of directors, and mail the same to the competent authority for recordation.
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7
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These Directions, and any amendments hereto, shall be implemented after submission to and recordation by the competent authority.
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