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Taiwan Stock Exchange Corporation Regulations Governing Contracts for the Listing of Foreign Stocks(2012.05.15) |
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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 any of its own shares on the TWSE centralized securities market, then insofar as there is no conflict with the laws and regulations of the country in which it is registered, it may do so upon the approval of a majority of the directors present at a meeting of the board of directors attended by two-thirds or more of directors, and shall comply with the TWSE Regulations Governing Repurchase of Listed Securities by Foreign Issuers.
When the foreign issuer buys back any of its own shares on the TWSE centralized securities market, it shall carry out filing and disclosure within the time limit provided by TWSE regulations governing disclosures 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.
A foreign issuer whose shares have no par value or a par value per share other than NT$10 need not apply Article 14 of the Regulations referred to in the preceding paragraph.
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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 for litigious and non-litigious matters, 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 listing contract takes effect, 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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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, the TWSE may impose an altered trading method on a listed stock, and shall report the matter to the competent authority for recordation within one month after implementation; or, it may suspend the trading of or delist a given listed stock, and report the matter to the competent authority for recordation.
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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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