Chapter 3 Listing of Foreign Securities
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Section 1 Stock
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| Article 13 | Where a foreign Issuer applies for the listing of its stock, the listing contract shall specify the name and number, issuing date, number of units, amount of each share, total amount of issuance and number to be listed of the shares to be issued.
In the event that any addition or deletion, any change of company name, capital decrease or other event resulting in any amendment to the listed stock occurs thereafter, the content of addition, deletion or amendment specified in the Registration Statement for Listing or Application for Change of Contents of the Foreign Securities, as approved by the TWSE, shall constitute an integral part of the listing contract for foreign securities.
Items contained in the application form of a primary TIB-listed company whose application for identification as a primary company has been approved by the TWSE shall constitute an integral part of the listing contract
If the change in shareholding of any directors, supervisors, officers or shareholders holding more than 10 percent of the total issued shares of the company is required to be filed and announced publicly in either the foreign issuer's home country or listing country by the laws and registration of either country, the foreign issuer shall make the same filing and public announcement to the competent authority as well as the TWSE simultaneously through its agent within the territory of the R.O.C..
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Section 2 Taiwan Depository Receipts
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| Article 14 | Where a foreign issuer as well as its depositary institution applies for the listing of Taiwan depository receipts, the listing contract shall specify the name and amount of the underlying securities represented by Taiwan depositary receipts to be issued and the issuing date, number of units to be issued, amount of each unit and total amount of issuance of the Taiwan depositary receipts.
In the event that any addition or deletion or any change of company name, capital decrease or other event resulting in any amendment to the Taiwan depository receipt occurs thereafter, the content of addition, deletion or amendment specified in the Registration Statement for Listing or Application for Change of Contents of Taiwan Depository Receipts, as approved by the TWSE, shall constitute an integral part of the listing contract for Taiwan depository receipts.
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| Article 15 | The listing contract for Taiwan depository receipts shall expressively require that if the change in shareholding of any directors, supervisors, officers or shareholders holding more than 10 percent of the total issued shares of the company is required to be filed and announced publicly in ether foreign issuer's home country or the listing country by the laws and registration of either country, the foreign issuer shall make the same filing and public announcement to the competent authority as well as the TWSE simultaneously through its depositary institution within the territory of the R.O.C.
The documents and information required by the laws and regulations of the listing country to be filed and publicly announced to the competent authority or the stock exchange or securities market on which are listed the foreign securities represented by the Taiwan depositary receipts shall also be filed and announced publicly to the competent authority and TWSE or filed and announced publicly through its depositary institution within the territory of the R.O.C.
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| Article 16 | Without prejudice to the laws and regulations of the foreign issuer's country of registration and listing country, upon approval by a majority of the directors present at a board of directors meeting attended by two-thirds of the directors, the foreign issuer may repurchase from the centralized securities exchange market of of the TWSE the Taiwan depository receipts issued, pursuant to the TWSE Rules Governing the Repurchase of Taiwan Depositary Receipts by Secondary Listed Companies.
The Taiwan depositary receipts repurchased as in the preceding paragraph may be used only for redeeming the securities they represent, in which event such securities shall be deregistered.
If the foreign issuer repurchases from the centralized securities exchange market the Taiwan depository receipts issued, it shall report and disclose the repurchase within the prescribed period pursuant to relevant regulations of the TWSE regarding material information.
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Section 3 Foreign Bonds
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| Article 17 | In the event that any addition or deletion, any change of company name or other event resulting in any amendment to the listed foreign bonds occurs thereafter, the content of addition, deletion or amendment specified in the Registration Statement or the Application for Change of Contents of Foreign Bonds, as approved by the TWSE, shall constitute an integral part of the listing contract for foreign bonds.
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Section 4 Beneficial Certificates, Shares, or Investment Units of Offshore Exchange-traded Funds
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| Article 18 | Article 8, Paragraph 2 shall apply mutatis mutandis to matters required to be specified in the listing contract where the general agent appointed by an offshore fund institution applies for the listing of beneficial certificates, shares, or investment units of offshore exchange-traded funds.
In the event that any addition, deletion or amendment to the listed beneficial certificates, shares, or investment units occurs thereafter, the content of addition, deletion or amendment specified in the Application for Listing of Beneficial Certificates, Shares, or Investment Units or the Application for Change of Contents of Listed Beneficial Certificates, Shares, or Investment Units, as approved by the TWSE, shall constitute an integral part of the listing contract for beneficial certificates, shares, or investment units.
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Section 5 Jurisdiction |
| Article 19 | The governing law for the listing contracts for foreign stock, Taiwan depository receipts or foreign bonds is the law of the R.O.C. Any dispute arising in connection with such listing contracts shall be submitted to the Taiwan Taipei District Court.
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