These Directions are established for the purposes of ensuring meetings of the securities listing review committee (“Committee Meetings”) are run smoothly and improving the quality of briefings of initial securities listing applicants (“the Applicant”) to enable members of the review committee to fully understand the company and industry, underwriters’ advisory service and auditors’ audit and certification.
The TWSE will notify each member of the review committee in writing of the convening of a Committee Meeting five business days in advance.
The Applicant, lead underwriter, auditor, lawyers issuing legal opinions and other relevant personnel, and TWSE reviewers shall attend Committee Meetings as nonvoting delegates.
Subject to the TWSE’s consent, the chairman of the Applicant shall authorize another director or the president of the Applicant in writing, with the scope of authority stated, to attend a Committee Meeting as his proxy, if he is unable to attend said meeting for cause.
A Committee Meeting is 120 minutes in principle. The agenda and estimated time allocation are as follows:
- Briefing by the Applicant, explanation of the appraisal and auditor’s opinion of the lead underwriter and auditor, and explanation of the lawyers’ legal opinions: 30 minutes.
- Explanation by the Applicant, lead underwriter auditor and lawyers issuing legal opinions in response to written queries of members of the review committee: 30 minutes.
- Queries raised by members of the review committee in the meeting: 40 minutes (the Applicant, lead underwriter, auditor and lawyers issuing legal opinions to leave the meeting at the end of this session).
- General report by the TWSE: five minutes.
- Responses by the Applicant, lead underwriter, auditor and lawyers issuing legal opinions as necessary: five minutes.
- Voting by ballot and resolution for or against listing: 10 minutes.
A briefing by the Applicant is conducted in two parts in principle: a film and an oral explanation of the company’s profile. The time for each part will be arranged by the Applicant, lead underwriter , auditor and lawyers issuing legal opinions themselves.
The briefing above shall cover the following in principle:
- The company’s place of business, production flow and business overview.
- Company history.
- Main products, raw materials and main sources.
- Business philosophy and track records.
- Market overview and status of industry, including competition in the industry, product substitutability, business cycle, and other countermeasures.
- Analysis of transactions with suppliers and purchasers, current sales, and gross profit margins of its products in the last three years.
- Competitive niche (advantage).
- Fund management, including budgeting, funding, utilization of idle funds, implementation of the previous capital increase, and utilization plans for projected capital increases, relevant benefit analysis etc.
- Financial transactions with interested parties and enterprises of the group.
- Comparative analysis of the financial ratios of listed and unlisted companies in the same category.
- Inventory management, production and marketing policies and actual implementation.
- Equipment, plants and other real property.
- Research and development results and plans, including quality analysis of personnel of the R&D department, directions of R&D, R&D capabilities of companies in the same trade, prospects of mass production and market competitiveness.
- Development plans, favorable and unfavorable factors affecting company development, and countermeasures to deal with such factors.
- Corporate governance and corporate social responsibility.
- Long-term plans, and objectives, challenges and opportunities of the next three to five years.
- Composition of directors and supervisors, and actual operations of directors’ and supervisors’ meetings in the last two years.
- Avenues and frequency of communication between the company and stakeholders.
- Ethical-operation policy and report system of the company.
- Environmental risk identified by the company, countermeasures adopted, and effects of actual implementation of the measures.
- Assessment and results of impact caused by suppliers to the environment and society.
- Dividend policy.
- Personnel and employee benefit system, including employee stock subscription, bonuses and retirement system etc.
- Purpose of listing.
Briefings submitted for a reconsideration cases are governed by the preceding paragraph mutatis mutandis, with the reasons for rejection and reasons for re-consideration stated in comparison table.
The lead underwriter and auditor shall provide assessments and explanations of the course of their advisory service, deficiencies discovered and improvements made, their review report on the internal control system, and reasons for recommending listing.
No attendees of a Committee Meeting may make sound or video recordings of the review procedure of the meeting.
These Directions shall take effect after having been submitted to and approved by the president of the TWSE. Subsequent amendments thereto shall be effected in the same manner.