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A foreign issuer and its agent institution or depositary institution in the Republic of China applying to list stocks, Taiwan depositary receipts, or bonds it has issued shall, in accordance with the rules of this Corporation, fill out in full an Application for Market Listing of Taiwan Depositary Receipts, Application for Market Listing of Foreign Stocks, or Application for Market Listing of Foreign Bonds (Appendices 1 – 3), and submit them along with proper documentation to the personnel of the appropriate office of this Corporation for certification of receipt, whereupon, following registration and assignation of a case number, they shall be distributed to the undertaking units for processing. The undertaking units shall appoint specific employees to handle each application in sequence. Following distribution, the undertaking employee shall immediately acknowledge receipt of the application by signing the undertaking unit’s registration ledger, take appropriate custody of the application and
supporting documents and notify the Competent Authority in writing.
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Undertaking employees of This Corporation shall, following the acceptance for processing of applications for the listing of securities issued by foreign issuers, proceed with a written review of the application and supporting documents; the guidelines, sequence and time limit for which shall be as follows:
1. Foreign issuers and their depositary institutions applying to list Taiwan depositary receipts
1.1 Written application and documents
(1) Inspect and examine application documents submitted for completeness and complete a “Taiwan Depositary Receipt Listing Application Inspection Form” (attached Chart 1), examining and re-examining each item level by level. Where the submitted documents are found to be incomplete, a time limit shall be set for the applicants to supplement the documents; where the time limit elapses without supplementation, it shall be noted and the application shall be rejected, with copies submitted to the Competent Authority.
(2) Examine the depositary receipt issuance plan for full disclosure in compliance with the provisions of the Criteria for the Offering and Issuance of Securities by Foreign Issuers (“the Criteria”) promulgated by the Competent Authority and complete a “Taiwan Depositary Receipt Issuance Plan Examination Chart” (attached Chart 2).
(3) Examine the depositary contract between the foreign issuer and the depositary institution for full disclosure in compliance with the provisions of the Criteria and complete a “Depositary Contract Examination Chart” (attached Chart 3).
(4) Examine the custodian contract or other documentation between the depositary institution and the custodian institution for full disclosure in compliance with the provisions of the Criteria and, along with the attached opinion of an R.O.C.-registered attorney at law, complete a “Custodial Contract or Other Documents Examination Chart” (attached Chart 4).
(5) Examine the public prospectus for full disclosure in compliance with the provisions of the Criteria and, along with the attached opinion of an R.O.C.-registered attorney at law, complete a “Prospectus Examination Chart” (attached Chart 5).
(6) Examine the underwriter’s assessment report for full disclosure in compliance with the provisions of the “Guidelines for Information to be Published in the Securities Underwriter’s Assessments for the Offering and Issuance of Securities by Foreign Issuers” promulgated by the Competent Authority, as well as for thoroughness, and complete a “Securities Underwriter’s Assessment Report Examination Chart” (attached Chart 6).
(7) Examine the example copy of the depositary receipt certificate for full disclosure in compliance with the Criteria and, upon signing by the depositary institution and certification by the certifying institution, complete a “Taiwan Depositary Receipt Certificate Example Copy Examination Chart” (attached Chart 7).
(8) After completing the examination charts for the reviews of preceding items (2) through (7), the undertaking employee shall examine each item and pass them on to higher levels for further examination; where there are omissions or incomplete details, a time limit shall be set for the applicant to supplement [the documents]. Where the time limit is surpassed, it shall be noted and the application rejected, with copies submitted to the Competent Authority.
1.2 Listing conditions prescribed in this Corporation’s Criteria for Review of Securities Listings
(1) The listing application and attachments submitted shall be reviewed to determine whether they meet each of the listing conditions provided in Article 26 of the Taiwan Stock Exchange Corporation Criteria for Review of Securities Listings; and a Listing Conditions Review Chart shall be completed with each item examined and submitted to higher levels for further examination.
(2) Where there has been a written review of the application and other documents for completeness, compliance with the listing conditions, and submission to higher levels for further examination uncovers no errors, this Corporation shall issue a listing approval letter. The approval letter shall clearly state: “Contingent upon the Competent Authority’s approval of the application to issue Taiwan Depositary Receipts and, based on the condition that shareholders’ dispersal data upon completion of the issue indicates that the application remains in compliance with two of the listing conditions, this Corporation agrees to list the Taiwan Depositary Receipts issued by the applicant. Where no application for public issuance is made to the Competent Authority within 30 days of the issuance of this letter, this approval letter shall be void;” and shall be provided for submission with the application to the Competent Authority for public issuance of Taiwan Depositary Receipts.
(3) This Corporation’s undertaking departments shall compile and submit monthly reports to the board of directors on the status of approval letters that have been issued for Taiwan Depositary Receipt listing applications handled.
1.3 Review period
Undertaking personnel of this Corporation handling the processing of listing applications for Taiwan Depositary Receipts shall complete review and be submitted to higher levels for further review of Charts 1 through 8 referred to in the preceding paragraph within 10 business days of receipt of the application. Under extraordinary circumstances, however, the review period may be extended following reporting for approval.
2. Applications for listing of stocks by foreign issuers
2.1 Application documents
(1) Examine whether documents submitted are complete and complete a “Foreign Stock Application Document Inspection Chart” (attached Chart 10), examining each document and submitting to higher levels for further examination. Where the documents submitted are found to be incomplete, a deadline shall be set for the applicant to supplement [the documents]. Where the deadline expires and the supplementation has not been fulfilled, it shall be noted and the application shall be rejected, with copies submitted to the Competent Authority.
(2) Examine the stock issue plan for full disclosure in accordance with the Criteria and complete a “Stock Issue Plan Inspection Chart” (attached Chart 11).
(3) Examine the agent contract executed between the foreign issuer and its agent institution within the Republic of China for whether full disclosure is made in accordance with the Criteria and, with an attached opinion provided by an R.O.C.-registered attorney at law, and complete an “Agent Contract Inspection Chart” (attached Chart 12).
(4) Examine the custodial contract or other documents executed between the foreign issuer and the custodial institution for whether full disclosure is made in accordance with the Criteria and, with an attached opinion provided by an R.O.C.-registered attorney at law, complete a “Custodial Contract or Other Documents Inspection Chart” (attached Chart 13).
(5) Examine the public prospectus for whether full disclosure is made in accordance with the Criteria and, with an attached opinion provided by an R.O.C-registered attorney at law, complete a “Public Prospectus Inspection Chart” (attached Chart 14).
(6) Examine whether the underwriter’s assessment is in compliance with the “Guidelines for Information to be Published in the Securities Underwriter’s Assessment for the Offering and Issuance of Securities by Foreign Issuers” promulgated by the Competent Authority, as well as for full disclosure, and complete a “Securities Underwriter’s Assessment Inspection Chart” (attached Chart 15).
(7) In reviewing the items in preceding subparagraphs 1 through 6, the undertaking personnel, after completing the relevant charts, shall examine each item and submit them to higher levels for further examination. Where there are items omitted or incomplete disclosure, a deadline shall be set for the applicant to supplement [the documents]. Where the deadline has been surpassed, it shall be noted and the application shall be rejected, with copies submitted to the Competent Authority.
2.2 Listing conditions prescribed in this Corporation’s Criteria for the Review of Securities Listings:
(1) Review whether the application and supporting documents meet the listing conditions prescribed in Article 27 of the Taiwan Stock Exchange Corporation Criteria for the Review of Securities Listings and complete a “Listing Conditions Review Chart” (attached Chart 16), reviewing each item and submitting them to higher levels for further examination.
(2) Where there has been a written review of the application and other documents for completeness, compliance with the listing conditions, and further examination conducted by higher levels has found no errors, this Corporation shall issue a listing approval letter. The approval letter shall clearly state: “Contingent upon the Competent Authority’s approval of the application to issue stocks and, based on the condition that shareholdings’ dispersal data upon completion of the issue indicates that the application remains in compliance with two of the listing conditions, this Corporation agrees to list the stocks issued by the applicant. Where no application for public issue is made to the Competent Authority within 30 days of the issue of this letter, this approval letter shall be void;” and shall be provided for submission with the application to the Competent Authority for public issue of stocks.
(3) This Corporation’s undertaking departments shall compile and submit monthly reports to the board of directors on the status of approval letters that have been issued stock listing applications handled.
2.3 Review period
Undertaking personnel of this Corporation handling the processing of listing applications for stocks issued by foreign issuers shall complete review and submit them to higher levels for further examination of Charts 10 through 16 referred to in the preceding paragraph within 10 business days of receipt of the application. Under extraordinary circumstances, however, the review period may be extended following reporting for approval.
3. Applications for the listing of bonds by foreign issuers
3.1 Public announcement of the listing of bonds issued by foreign governments or international organizations may be made following notification by the Competent Authority.
3.2 Listing applications for bonds issued by foreign issuers:
(1) Application documents
Examine whether the written application and supporting documents are complete; complete a “Foreign Bond Listing Application Inspection Chart” (attached Chart 18) and review each document and submit them to higher levels for further examination. Where the documents submitted are found to be incomplete, a deadline shall be set for the applicant to supplement [the documents]. If the deadline is surpassed, it shall be noted and the application shall be rejected, with copies sent to the Competent Authority.
Examine whether the bond issue plan provides full disclosure is in compliance with the Criteria and complete a “Bond Issue Plan Inspection Chart” (attached Chart 19).
Examine the agent contract executed between the foreign issuer and its agent institution in the R.O.C. for full disclosure in accordance with the Criteria and, with an attached opinion provided by an R.O.C.-registered attorney at law, complete an “Agent Contract Inspection Chart” (attached Chart 20).
Examine the public prospectus for full disclosure in accordance with the Criteria and, with an attached opinion provided by an R.O.C.-registered attorney at law, complete a “Public Prospectus Inspection Chart” (attached Chart 21).
In reviewing items 18 through 21 in the preceding subparagraphs, the undertaking personnel, after completing the relevant charts, shall examine each item and submit them to higher levels for further examination. Where there are items omitted or incomplete disclosure, a deadline shall be set for the applicant to supplement [the documents]. Where the deadline has been surpassed, it shall be noted and application shall be rejected, with copies submitted to the Competent Authority.
(2) Listing conditions prescribed in this Corporation’s Criteria for the Review of Securities Listings:
The listing application and attachments submitted shall be reviewed to determine whether they meet each of the listing conditions provided in Article 25 of the Taiwan Stock Exchange Corporation Criteria for Review of Securities Listings; and a Listing Conditions Review Chart (attached Chart 22) shall be completed with each item to be further examined by higher levels.
Following a written review of the application and other documents for completeness, compliance with the listing conditions, and further examination by higher levels has uncovered no errors; applications for the listing of New Taiwan dollar-denominated bond issues, the listing contract executed with the issuer and related documents shall be directly reported to the Competent Authority for approval, followed by public announcement of the listing and a report to the board of directors. For applications for the listing of foreign currency-denominated bond issues, this Corporation shall issue a listing approval letter. The approval letter shall clearly state: “Contingent upon the Competent Authority’s approval of the application to issue bonds, this Corporation agrees to list the bonds issued by the applicant. Where no application for public issue is made to the Competent Authority within 30 days of the issue of this letter, this approval letter shall be void;” and shall be provided for submission with the
application to the Competent Authority for public issue of Taiwan Depositary Receipts.
Undertaking departments of this Corporation shall compile monthly status reports of those applications by foreign issuers to list bonds that have been handled and received approval letters, for submission to the board of directors.
3. Review period
Undertaking Personnel of this Corporation handling the processing of listing applications for bonds issued by foreign issuers shall complete review and submit them to higher levels for further examination of Charts 18 through 22 referred to in the preceding subparagraphs within 10 business days of receipt of the application. Under extraordinary circumstances, however, the review period may be extended following reporting for approval.
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1. Where a foreign issuer and its agent or depositary institution apply for the listing of additional stock or Taiwan depositary receipts as a result of capital increase by cash and the rights and obligations of the holders of stock or Taiwan depositary receipts to be newly issued are identical with those of the stock or depositary receipts already listed, or where a foreign issuer participated with already-issued stock in the issuance of Taiwan depositary receipts to be market listed, this Corporation may, after examination of the Application (Report) for Additional Issuance of Foreign Stocks/Market Listing and Trading of Taiwan Depositary Receipts (Attached Charts 23 and 24), issue an approval document for listing, and after approval by the competent authority and completion of issuance, announce the listing thereof.
2. Where a foreign issuer and its agent or depositary institution apply for the listing of additional stock or Taiwan depositary receipts as a result of a cash capital increase through a new share issue to existing shareholders with priority subscription rights or the issuance of bonus shares and the rights and obligations of the newly issued stock or Taiwan depositary receipts are identical with those of the stock or depositary receipts already listed, this Corporation will, after having examined the Application (Report) for Additional Issuance of Foreign Stocks/Market Listing and Trading of Taiwan Depositary Receipts (Attached Charts 23 and 24), publicly announce the listing thereof.
3. Where a foreign issuer and its depositary institution apply for the reissuance and listing within the amount of the original issuance of those Taiwan depositary receipts which are reported on a monthly basis to have been previously redeemed and which carry the same rights and obligations as those of the Taiwan depositary receipts already listed, the undertaking employee shall, upon receipt of the submitted “Monthly Chart of the Distribution and Redemption of Taiwan Depositary Receipts” (Attached Chart 25) publicly announce the listing in accordance with the provisions of Article 28, paragraph 2 of this Corporation’s “Criteria for the Review of Securities Listings.
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