Chapter I General Provisions
|Article 1|| These Rules are prescribed in accordance with Article 140 of the Securities and Exchange Act.
|Article 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:
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.
- 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.
|Article 2-1|| Unless it is a state-owned enterprise, any issuer applying for listing of Republic of China shares shall first have applied for registration of its stock as emerging stock and have had it traded on the GTSM for not less than 6 months, and have completed relevant procedures for dematerialized registration of the securities, before the TWSE will accept its listing application for processing.
The TWSE 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 GTSM, 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 GTSM 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 GTSM 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 TAIFEX 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 GTSM, 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 foreign issuer applying for primary listing of securities shallcomplete relevant procedures for dematerialized registration of the shares or depositary receiptsbefore the TWSE will accept its listing application for processing. This requirement does not apply, however, if the laws or regulations of its country of registration contain a provision to the contrary.
|Article 2-2|| An issuer applying for listing of Republic of China 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.
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 3 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.
Issuers applying for listing Republic of China shares and foreign issuers applying for primary listing of shares shall incorporate the following in the articles of incorporation before the TWSE will entertain their 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.
|Article 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.