Chapter I General Provisions |
| 1 | These Rules are prescribed in accordance with Article 140 of the Securities and Exchange Act.
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| 2 | For securities issued or supplementarily issued pursuant to the screening procedures of the Securities and Exchange Act, the issuer, applying with the Taiwan Stock Exchange Corporation (TWSE) for listing thereof in accordance with Article 139 of the Securities and Exchange Act, shall submit a relevant application for the listing of securities, specifying therein the particulars as required and attaching thereto the necessary supporting documents. The TWSE will examine the application in accordance with these Rules and the Procedures for Review of Securities Listings.
In case the issuer and its securities underwriter have any of the following events, the TWSE will refuse to accept the due diligence report issued by the said underwriter, and will disagree to the listing of its securities:
- Where each of the issuer and its securities underwriter has issued a due diligence report in respect of the initial listing or trading on the over-the-counter market of each other's securities.
- Where there exists any of the events set forth in Article 26 of the Regulations Governing the Securities Firms.
- Where the issuer and its securities underwriter are enterprises within the same group.
The application and the Procedures for Review of Securities Listings referred to in paragraph 1 hereof will be formulated by the TWSE, and will take effect after they have been approved by and recorded with the Competent Authority.
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| 2-1 | Unless it is a state-owned enterprise, any domestic issuer applying for listing of sharesin accordance with Chapter IIshall first have applied for registration of its stock as emerging stock and have had it traded on the TPEx for not less than 6 months before the TWSE will accept its listing application for processing.
TheTWSE will accept for processing an initial application by a foreign issuer for a first-time listing of stock issued by the foreign issuer that is not listed on any overseas securities exchange or securities market ("a TWSE primary listing") only after that foreign issuer has first been under listing advisory guidance by the lead securities underwriter, or has applied for registration of its stock as emerging stock and had it traded on the TPEx, for not less than 6 months. Notwithstanding the foregoing, if there is any change of the lead securities underwriter during the period of listing advisory guidance, the period shall start to run again for a full 6 months, beginning with the date on which the new lead securities underwriter files for the listing advisory guidance.
A foreign issuer whose stock or depositary receipts already are or have been listed on any major overseas securities exchange or securities market and that is applying for a TWSE primary listing of its issued stock, or a TPEx primary listed company applying for a TWSE primary listing of its issued stock, may be exempted from the requirement in paragraph 2 that the foreign issuer shall first undergo listing advisory guidance by the lead securities underwriter or apply for registration of its stock as emerging stock and have it traded on the TPEx for not less than 6 months; provided that this paragraph shall not apply if the foreign issuer has been delisted from a major overseas securities exchange or securities market for over 6 months.
A foreign issuer that has passed the review of stock or depositary receipt listing at any major overseas securities exchange or securities market and that, within the period of validity following the passing of such review, applies for a TWSE primary listing of its issued stock may apply on a case-by-case basis to the TWSE to reduce the time period specified in paragraph 2 for which the foreign issuer must first undergo listing advisory guidance by the lead securities underwriter or apply for registration of its stock as emerging stock and have it traded on the TPEx, provided that the time period may be not less than 2 months, and the lead securities underwriter or the lead recommending securities firm may not be changed within such period.
A domestic issuer or a foreign issuer that initially applies for the listing of stocks on the Taiwan Innovation Board (TIB) in accordance with Chapter IV “Listing of Securities on the Taiwan Innovation Board” must undergo listing advisory guidance by the lead securities underwriter or apply for registration of its stocks as emerging stocks and have them traded at the TPEx for at least 6 months before the TWSE may accept its application for listing, except where a domestic listed company or a foreign issuer is a subsidiary of a listed company and havemet the conditions listed in the following paragraphs, subject to the approval of the TWSE:
- The listed company has had no material defects in its internal control system within the most recent year, for which the TWSE has imposed monetary penalties and a CPA has issued an internal control system audit report with an unqualified conclusion providingreasonable assurance on the supervision and management of an applicant company for the most recent two quarters.
- The main securities underwriter has submitted the Material Financial and Business Incidents Checklist to the TWSE in accordance with Article 2 of the TWSE Rules Governing the Reporting of Basic Information of Advisory Client Companies by Securities Underwriters and there are no material irregularities.
Paragraphs 3 and 4 may apply mutatis mutandis where a foreign issuer initially applies for the listing of stocks at the TIB.
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| 2-2 | A domestic issuer applying for listing of shares shall engage a professional shareholder services agent to process shareholder services matters before the TWSE will accept its listing application for processing. A listed company that was listed at any time from 2 January 2013 onward shall engage a professional shareholder services agent to process shareholder services matters, and may not take those matters back into its own hands.
The TWSE will accept for processing an application for a primary listing of shares, for a secondary listing of shares, or for sponsoring the issuance of Taiwan depositary receipts by a depositary institution, by a foreign issuer only after it has appointed a professional shareholder services agent within the Republic of China to handle shareholder services, and has also designated a litigious and non-litigious agent within the Republic of China in accordance with Article 165-3 of the Securities and Exchange Act.
The professional shareholder services agent referred to in the preceding two paragraphs shall have shareholder services personnel and equipment that comply with the provisions of the Regulations Governing Handling of Shareholder Services by Public Companies, and it shall not have any record in the past three fiscal years of having been given post-audit recommendations in writing by the Taiwan Depository and Clearing Corporation and failing to make improvements by the deadline.
Domestic issuers applying for listing shares and foreign issuers applying for primary listing of shares shall establish corporate governance officers conforming to the Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers and incorporate the following in the articles of incorporation before the TWSE will entertain their listing applications:
- Electronic means as one of the avenues for the exercise of voting rights by shareholders.
- Election of directors of the company through the nomination system.
- An audit committee to be established by the company.
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| 3 | Where the listing of securities is approved, the TWSE shall enter into an Agreement for Listing with the entity which issues the securities and shall submit the Agreement for Listing to the Competent Authority for recordation, in accordance with Article 141 of the Securities and Exchange Act.
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