Chapter 11 Review and Deliberation by the Securities Listing Review Committee
|Article 16|| Document Review
- The case handlers shall draft a proposal with respect to the complete review findings and submit it to the Review Committee for reference during the review and deliberation of the case.
- Where the administering department's inspection finds an applicant company to fall under any of the conditions set forth in Article 9, Paragraph 1 of the TWSE Rules Governing Review of Securities Listings or to violate any other applicable provisions of the same rules, it shall give an explicit review opinion in the review report that either disagrees to listing or, except in cases where the applicant company falls under any of the conditions set forth in Article 9, Paragraph 1, Subparagraphs 8, 10, and 11 of the said rules or is in violation of the provisions of Article 18 or Article 19 of the said rules, may agree to listing after overall consideration of the totality of factors.
- The review findings report, proposal information, applicant company's CPAs' audit report (including financial report), and outside reviewer's consulting opinion prepared in accordance with regulations shall be sealed by chop as confidential and submitted to each Review Committee member for evaluation no less than five days prior to the convening of the Review Committee. Each Review Committee member shall complete a review opinion chart listing their opinions regarding each item and specifying any questions they may have and submit the review opinion chart to the Listing Department two days before the Review Committee convenes. The Listing Department shall designate a person to be responsible for compiling the all materials and maintaining appropriate confidentiality, and the materials shall be reviewed when the Review Committee convenes.
- The TWSE shall, beginning three days prior to the convening of the Review Committee and at a specified location, make available for inspection by any member of the Review Committee the applicant company's relevant listing information, the case handler's audit report working papers, the CPAs' audit report working papers, the underwriter's assessment working papers and the working papers of the lawyers’ legal opinions etc. Review committee members that so require shall appear in person to inspect the documents.
|Article 17|| Convening of Review Committee Meetings
- When the Review Committee convenes, in addition to the presence of Review Committee members, relevant review personnel from the administering department shall also attend.
- When the Review Committee convenes, the TWSE may request representatives of the applicant company, the lead securities underwriter, the CPAs and lawyers issuing legal opinions to first submit reports and may request those same individuals to appear for questioning and supplementary explanation. When necessary, upon signed approval by the TWSE's president, experts in related fields may be asked to provide written consultation or appear for oral consultation.
- Rules relating to the TWSE's securities listings Review Committee shall be separately promulgated by the TWSE.
|Article 18|| When the Review Committee convenes, reviews shall conducted for the following in accordance with the TWSE Rules Governing Review of Securities Listings and other relevant laws, regulations, and materials:
Applications submitted for reconsideration after rejection by the Board of Directors shall be handled in accordance with the preceding paragraph.
- Initial stock listing applications free of any of the conditions provided in Article 9, paragraph 1 or Article 31, paragraph 1 of the Rules Governing Review of Securities Listings and violating no relevant provisions of the same rules shall require approval of a simple majority of the Review Committee members present.
- Initial stock listing applications that meet any of the conditions provided in the subparagraphs of Article 9, paragraph 1 of the TWSE Rules Governing Review of Securities Listings, except subparagraphs 8, 9, and 10, or Article 31, paragraph 1 of the same rules, except subparagraphs other than 7, 8, and 9, or that violate any applicable provision of the same rules except Articles 18, 19, 32, and 33 and re-applications for initial stock listing, shall require approval of a two-thirds majority (inclusive) of Review Committee members present; however, the committee shall specify their overall considerations and concrete reasons for granting listing approval.
- Where approval for listing has been granted by resolution of the Review Committee, the case shall be recorded and submitted to the Board of Directors. Where a decision is made to submit the application to the Board of Directors following submission of supplementary materials, the applicant company shall be notified in writing of a deadline by which the supplementation shall be completed, at which time the application shall be submitted to the Board of Directors. Where listing approval is denied by a resolution, signed approval of the TWSE's president shall be obtained and the application rejected outright.
|Article 19|| Where an applicant company is required to supplement application materials pursuant to the preceding Article, and the supplementation remains incomplete beyond the deadline and after due notice, the case handlers shall submit a written report for handling.