Section 3 The Listing of Other Securities |
| 21 | Subscription certificates for new shares, certificates of entitlement to new shares, or certificates of payment for shares that a listed company issues may be listed for trading on the TWSEmarkets only after a listing application with the TWSE is submitted after the filing of a capital increase with the Competent Authority becomes effective.
In the case where a listed company issues securities with detachable warrants, it shall, upon effective registration with the Competent Authority, apply to the TWSE for listing of the detached company warrants, and such warrants may be listed and traded on the TWSE market only when the total number of warrants specified in the application for listing and trading is five million units or more and they are offered for sale to the public, and also upon satisfaction of either of the following share ownership dispersion standards, provided that in the case of preferred shares with detachable warrants that do not meet the listing conditions for preferred shares as specified in Article 14, paragraph 2, the detached company warrants may not be listed:
- If the total number of stock subscription options is less than 20 million units, the number of holders of the warrants shall be 50 persons or more.
- If the total number of stock subscription options is 20 million units or more, the number of holders of the warrants shall be 100 persons or more.
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| 22 | The TWSE will, upon receiving a letter of notification from the Competent Authority, publicly announce the listing of bonds issued by government. Where an issuer applies for listing financial bonds that have been approved for issuance and for listing corporate bonds issued by a listed company, the TWSE may agree to its listing.
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| 23 | Where a securities investment trust enterprise applies for the listing of a domestic closed-end mutual fund raised by the securities investment trust enterprise which complies with the following requirements and has been approved for public offering, the TWSE may agree to the listing of its beneficiary certificates:
- The total issuing amount of the mutual fund is NT$2 billion or more.
- The number of holders of such mutual fund holding beneficial units of NT$1 million or less shall not be less than 1,000, and the total amount of all beneficial units held by such holders shall not be less than NT$400 million.
Where a domestic securities investment trust enterprise (SITE) or futures trust enterprise applies for the listing of an exchange traded fund (ETF) or exchange-traded futures trust fund (futures ETF) raised by it which has been publicly offered and established by it with the approval from the Competent Authority, and which has a minimum net asset value of NT$200 million, the TWSE may agree to the listing of its beneficiary certificates, unless otherwise provided by the TWSE.
With respect to the ETF or futures ETF that the domestic SITE or futures trust enterprise referred to in the preceding paragraph plans to issue, unless the index that the ETF tracks, simulates, or replicates is an index compiled by the TWSE or Taiwan Index Plus Corporation, a wholly owned company of the TWSE, solely or jointly with a foreign index compilation company, or the ETF is a linked ETF as set forth in Article 37, paragraph 4 of the Regulations Governing Securities Investment Trust Funds, before applying to the Competent Authority for approval to publicly issue the ETF or futures ETF, the SITE or futures trust enterprise shall complete an application and apply to the TWSE for a letter of approval of eligibility to issue an ETF or futures ETF. Directions governing applications for such approval letters shall be prescribed by the TWSE.
Where a domestic SITE applies for listing of the foreign currency-linked beneficiary certificates of its listed exchange-traded funds, the TWSE may agree to the listing subject to approval of the competent authority if the minimum conversion quantity of such foreign currency-linked beneficiary certificates reaches a purchase and redemption unit or more,unless the TWSE otherwise stipulates.
Where a domestic SITE applies for listing of its exchange traded funds that it issues, together with the foreign currency-linked beneficiary certificates, said funds and certificates shall conform to paragraph 2 and the preceding paragraph respectively.
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| 23-1 | Where a trustee institution or special purpose company applies for the listing of beneficiary securities or asset-backed securities offered by it that have been approved for public issuance and meet all of the below-listed conditions, the TWSE may agree to the listing of such securities:
- The total issue amount of the beneficiary securities or asset-backed securities under application for listing is NT$500 million or more.
- The date of maturity of the securities is at least one year from the date of listing for trading.
- The number of beneficiaries or holders is not less than five persons, and the total amount of any individual holdings of such beneficiary securities or asset-backed securities shall not exceed 20 percent of the total issue amount. Provided, this 20 percent holding restriction shall not apply where the holder is an independent institutional investor.
- The limit on par value is NT$10,000.
The term "independent institutional investor" in the preceding paragraph means a juristic person or institution under Article 13, paragraph 1, subparagraph 1 of the Real Estate Securitization Act or a fund under Article 13, paragraph 1, subparagraph 2 of the same Act; and does not mean an originator as referred to in the Financial Asset Securitization Act, or an interested party thereof, or an affiliated enterprise as referred to in the Company Act, or a related party as defined under Article 18 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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| 23-2 | Where approved real estate investment trust beneficiary securities offered and issued by a domestic closed-end real estate investment trust fund established by a trustee institution meet all the below-listed conditions, and the offering trustee institution applies for listing, the TWSE may agree to the listing thereof:
- The total issue amount is NT$3 billion or more.
- The duration of the contract must be one year or more from the date of listing for trading.
- The number of beneficiaries holding a total amount of NT$1 million or less of the beneficial units shall not be less than 500, and the total amount of all beneficial units held by such beneficiaries shall not be less than NT$200 million.
- The total price amount of the beneficial units held by any five beneficiaries shall not exceed 50 percent of the total issue amount of the beneficiary securities. Provided, this restriction shall not apply where the holder is an independent institutional investor.
- Each beneficiary security shall represent 1,000 beneficial units, and have a par value limited to NT$10,000.
- The owner of the real estate or rights owner of rights related to the real estate invested in by the fund, in accordance with Article 8, paragraph 4 of the Regulations Governing the Offering or Private Placement of Real Estate Investment Trust or Real Estate Asset Trust Beneficiary Securities by Trustee Institutions, shall place in full the beneficiary securities it holds from the assignment of the real estate or real estate related rights in central custody, and shall undertake that it shall neither release the beneficiary securities from custody, nor transfer or pledge the beneficiary securities or certificates under custody, nor shall it use those beneficial securities as collateral to engage in any repo transaction, before one year has elapsed from the time it comes to hold them, and only after one year has elapsed may it retrieve them in full.
Where approved real estate asset trust beneficiary securities offered and issued by a trustee institution meet all the below-listed conditions, and the offering trustee institution applies for listing, the TWSE may agree to the listing thereof:
- The total issue amount of the real estate asset trust beneficiary securities under application for listing is NT$500 million or more.
- The date of maturity is at least one year from the date of listing for trading.
- The number of beneficiaries shall be no less than five, and furthermore the total amount of the first-payment-priority beneficiary securities held by any five beneficiaries shall not exceed 50 percent of the total issue amount of the beneficiary securities. Provided, this 50 percent holding restriction shall not apply where the holder is an independent institutional investor.
- The par value shall be limited to NT$100,000.
- Beneficiary securities under application for listing shall be rated by a credit rating institution.
The term "independent institutional investor" in this Article means a juristic person or institution under Article 13, paragraph 1, subparagraph 1 of the Real Estate Securitization Act or a fund under Article 13, paragraph 1, subparagraph 2 of the same Act; and does not mean a promoter of a real estate investment trust or a settler of a real estate asset trust, or an interested party thereof, or an affiliated enterprise as referred to in the Company Act, or a related party or substantially related party as defined under Article 18 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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| 24 | Guidelines governing examination of the listing of other securities that are not stipulated in these Rules shall be separately stipulated by the TWSE.
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