These Guidelines are established according to the provisions of Article 4 of the Taiwan Stock Exchange Corporation Procedures for Review of Securities Listings.
The TWSE shall solicit comments in writing when conducting a review of an issuer's application for initial public offering on which a securities underwriter counsels.
When soliciting comments on a listing application, the TWSE shall send a written notice stating the name of the applicant company, its major business activities, its prospectus and the place where the assessment report is displayed, the purpose and time limit for and during which the general public may submit their written comments to the TWSE, the address of the TWSE and other necessary particulars (as in Attachment 1) to all securities brokers to be disclosed to the general investors and shall place a public notice of of the solicitation on the TWSE's daily Market Information System or website until the end of the period for accepting the above.
When soliciting comments on an application for stock listing, the TWSE shall send a request letter, enclosed with a solicitation form for comments on initial applications for listing of shares (as in Attachment 2), draft prospectus of the counseled company, the assessment report issued by the securities underwriter and other relevant information, to the following authorities, which shall issue their written opinion according to their duties within 15 days or will otherwise be deemed to have no comments:
- competent authorities for the enterprise in question at the central government;
- Ministry of Labor;
- Fair Trade Commission;
- Environmental Protection Administration, Executive Yuan;
The securities underwriter submitting a listing application and the counseled company shall submit to the TWSE the number of copies required by the TWSE of the draft prospectus and the assessment report by the securities underwriter as well as other relevant information by the dates specified by the TWSE.
The responsible reviewers of the TWSE shall compile the comments and queries from the inquired parties and general public within five days after the last day for submitting responses and request the securities underwriter, the counseled company and the CPA of the company to provide supplementary explanations and assessments. Notwithstanding the above, if the responsible personnel have performed the review according to the requirements under the Procedures for Review of Securities Listings and found no material irregularities, they are not required to request the above parties and personnel to make explanations and assessments.
During the solicitation of comments on listing applications, the TWSE may dismiss or decline comments or questions from the inquired parties or general public under any of the following circumstances:
- the comments or questions are made or raised by an anonymous person or person using a false identity or an alias;
- the comments or questions do not have specific supporting evidence or facts;
- the inquired parties or members of the general public ask for improper compensation from the securities underwriter or the counseled company for providing comments in response to the solicitation, which has been reported by and proven by evidence.
Securities underwriters and the counseled companies shall provide detailed supplementary explanations and assessments to questions compiled and prsented by the TWSE, and securities underwriters shall prepare and submit a comparison table of replies to questions and assessment opinion to the TWSE within five days after receipt of a letter from the TWSE.
The TWSE shall prepare supplementary opinion based on the comments from the various inquired parties and general public, relevant information and the comparison table submitted by the securities underwriter in the preceding paragraph, as reference in the review of the listing application.
In case where, after an informant letter regarding an application for listing approved upon review by the TWSE is received before the shares are listed and traded, the listing is found likely to be deemed inappropriate under the TWSE Rules Governing Review of Securities Listings, actions shall be taken pursuant to Article 43 of the Operating Rules of the TWSE and a report should be submitted to the competent authorities for the record.
For investors' informant letters forwarded from relevant competent authorities as filed beyond the solicitation period, the applicable provisions of these Guidelines shall govern.
In to the event of major issues regarding a listing application brought up by the inquired parties or general public, the TWSE may request the securities underwriter and the counseled company to respond directly at a proper timing, disclose certain information in the prospectus or provide explanations at the pre-listing performance presentation.
The TWSE may separately establish a reward policy to enhance the effects of solicitation of written comments.
These Guidelines shall take effect after having been submitted to and approved by the competent authority and publicly announced. Subsequent amendments thereto shall be effected in the same manner.