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Taiwan Stock Exchange Corporation Regulations Governing Contracts for the Listing of Foreign Stocks(2011.10.27) |
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Article 1
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These Regulations are adopted pursuant to Article 140 of the Securities and Exchange Act.
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Article 2
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When a foreign issuer, in accordance with Article 139 of the Securities and Securities Act, applies to the Taiwan Stock Exchange Corporation (TWSE) to have its issued stock listed on the exchange, then pursuant to Article 141 of the same Act, it shall enter into a contract for the listing of foreign stock based on the matters set out in these Regulations.
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Article 3
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A contract for the listing of foreign stock shall expressly state the name and quantity of the stock under application for listing, the date of issuance, the total number of units issued, the price per unit, the total value of the issue, and the number of shares to be listed.
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Article 4
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A contract for the listing of foreign stock shall expressly provide that when the foreign issuer, due to a change in the equity holdings of a director, supervisor, or managerial officer, or of a shareholder holding more than 10 percent of its shares, is required under the laws and regulations of its home country or a country where its stock is listed to file and publicly announce that information in any one location, then the foreign issuer shall at the same time, through its agent institution within the territory of the Republic of China, file the same information with the competent authority and the TWSE and announce it publicly.
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Article 4-1
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If a foreign issuer intends to buy back on the TWSE centralized securities market any of its own shares, insofar as there is no conflict with the laws and regulations of the country in which it is registered, the foreign issuer may do so upon the approval of a majority of the directors present at a directors meeting attended by two-thirds or more of directors, and shall comply with the TWSE Regulations Governing Repurchase of Listed Securities by Foreign Issuers in so doing.
When the foreign issuer buys back on the TWSE centralized securities market any of its own shares, it shall carry out filing and disclosure within the time limit provided in the applicable TWSE regulations concerning the disclosure of material information.
The handling of shareholder services by a foreign issuer shall be subject, mutatis mutandis, to the Regulations Governing the Administration of Shareholder Services of Public Companies of the Republic of China, insofar as there is no conflict with the laws and regulations of the home country.
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Article 5
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All securities-related laws and regulations, TWSE bylaws, and matters publicly announced by the TWSE are an integral part of the stock listing contract and shall be complied with by the foreign issuer, its agent, and the TWSE.
If there is a subsequent increase or decrease in the number of shares listed, or if a change in the company's name, a capital reduction, or some other matter results in a change in the contract, then the stock listing report that is then approved by the TWSE, or an increase or decrease or change in content set that is out in the application for contract amendment, will also be deemed an integral part of the stock listing contract.
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Article 6
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After the competent authority approves a listing contract, the standard listing fee rates adopted by the TWSE shall apply mutatis mutandis to the foreign issuer and its agent, which shall pay a listing fee to the TWSE at the time of initial listing and within one month after the beginning of each following year.
The Rate Table for Listing Fees of the preceding paragraph is an integral part of the listing contract, and if subsequently amended, the post-amendment Rate Table shall apply.
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Article 7
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The TWSE may impose an altered trading method on a listed stock on the basis of applicable laws, regulations, or TWSE bylaws, or when it deems it necessary for some other reason sufficient to affect market order or investor rights and interests, and shall report the matter for recordation by the competent authority within one month after implementation; or, after applying to and receiving approval from the competent authority, it may suspend the trading of or delist a given listed stock.
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Article 8
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The governing law for listing contracts is the law of the Republic of China. The Taiwan Taipei District Court is the competent court of jurisdiction for any litigation arising in connection with a listing contract.
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Article 9
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These Regulations, and any amendments hereto, shall take effect upon approval by the competent authority.
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