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These Procedures are prescribed pursuant to Article 2, paragraph 3 of the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings.
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2
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Except where otherwise provided by act or regulation, review by the Taiwan Stock Exchange (TWSE) of any application by a trustee to list REIT or REAT beneficial securities that it offers and issues shall be conducted in accordance with these Procedures. If there is a change to any article of law or regulation on which any provision in these Procedures is based, the new provision shall govern.
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A trustee that applies to list REIT or REAT beneficial securities that it issues in an offering or a follow-on offering shall do so in accordance with Article 4 and 5 of the Regulations Governing the Public Offering or Private Placement of REIT and REAT Beneficial Securities by a Trustee (hereinafter, "the Regulations")by submitting an application together with the attachments to the TWSE, where mail department personnel will sign to confirm receipt. After registration and assignment of a case number, the application will be forwarded to a case handling unit for processing. The case handling unit shall assign a specific employee to handle each application in the order of its receipt. After receiving the case, the case handler shall immediately sign the case handling unit's registration ledger to confirm receipt, shall appropriately store the application documents and attachments.
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4
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After accepting an application by a trustee to list REIT or REAT beneficial securities that it issues in an offering or a follow-on offering, the TWSE shall check whether the documents have been submitted in full based on the Review Form as specified under the Regulations. After confirming that the documents have been submitted in full, the TWSE shall issue a listing approval letter to the trustee, and forward the Review Form as specified in the Regulations and a photocopy of the listing approval letter to the competent authority, and shall clearly state that the trustee has met the qualifications and that the application documents have been submitted in full.
The listing approval letter mentioned in the preceding paragraph shall include the following statement: "The TWSE approves the listing of the REIT or REAT beneficial securities to be issued in an offering or a follow-on offering, contingent upon approval by the competent authority of the application to issue in an offering or a follow-on offering the REIT or REAT beneficial securities, and further contingent upon the post-establishment beneficial owner distribution data indicating compliance with listing requirements.
If the application documents, upon review, are found not to have been submitted in full by the trustee, the TWSE shall notify the trustee by letter to make supplementation. If the trustee does not make supplementation within the time limit, or if there exists any circumstance listed in Review Item 14, 15, or 16 in the Review Form under the Regulations, the TWSE shall reply by letter to the trustee stating that it has not approved and forwarded the application to the competent authority, and shall reject the application, and send a copy to the competent authority as well as each competent authority in charge of the relevant industry.
The review period by the TWSE together with the supplementation period by the trustee shall not exceed one month.
TWSE case handling departments shall compile a monthly report on listing approval letters issued in response to applications to list REIT and REAT beneficial securities, and submit it to the board of directors.
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5
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A trustee institution offering and issuing REIT or REAT beneficial securities shall, after having obtained approval from the competent authority, submit relevant information to the TWSE according to the deadlines listed below:
- Within three days after the competent authority's approval of the offering and issuance, submit a listing application and relevant attachments to the TWSE to apply for listing. If the TWSE finds upon review that the offering meets the listing requirements in each subparagraph of Article 23-2 of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, the TWSE shall enter into a listing contract with the trustee and submit it to the competent authority for recordation, with notifications sent by letter to each securities firm and other relevant units advising them to conduct pre-listing preparations.
- Within three days after sale is completed, submit the Beneficial Owner Distribution Chart (Attachment) and set a date for listed trading, which shall be not less than three business days after the date of the mailing.
If the TWSE finds upon review that listing requirements are met, a public announcement will be made accordingly and a report filed by letter with the competent authority for recordation. If the case handler finds upon review that listing requirements are not met, the listing contract shall be voided and its voidance reported to the competent authority for recordation.
If the trustee conducts a follow-on offering of REIT, it shall, within the time limit as specified in paragraph 1, subparagraph 2, submit the listing application and relevant attachments to apply for listing with the TWSE. If the TWSE finds upon review that the listing requirements are met, a public announcement will be made accordingly and a report filed by letter with the competent authority for recordation.
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TWSE case handling departments shall compile a monthly report on the listing of REIT and REAT beneficial securities and submit it to the board of directors, after which it shall be filed with the competent authority for recordation.
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These Procedures, and any amendments hereto, shall be implemented after approval and/or recordation by the competent authority.
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