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Article 1
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These Operational Procedures are promulgated pursuant to Article 2, Paragraph 3 of the Taiwan Stock Exchange Corporation (TWSE) Rules Governing Review of Securities Listings.
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Article 2
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The TWSE's review of applications for the listing of securities issued by foreign issuers shall be conducted in accordance with these Operational Procedures except where otherwise provided by law, regulation, or guideline. Where content of these Operational Procedures has been amended, such review shall be conducted in accordance with the amended provisions.
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Article 3
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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 (TDRs), or bonds it has issued shall, in accordance with the rules of the TWSE, fill out in full an Application for Market Listing of Taiwan Depositary Receipts, Application for Primary Listing of Stocksof Foreign Issuers, Application for Primary Listing of Stocksof Foreign Issuers on the Taiwan Innovation Board, Application for Secondary Listing of Foreign Stocks, or Application for Market Listing of Foreign Bonds (Attachments 1 to 3), and submit them along with proper documentation to the appropriate office of the TWSE for certification of receipt, whereupon, following registration and assignation of a case number, they shall be distributed to the Administration Department for processing. The Administration Department shall arrange an efficient deployment of human resources under its authority, appointing specific personnel or a task force of two or more persons. Following distribution, the case handlers shall take appropriate custody of the application and supporting documents.
A foreign issuer applying for primary listing of stocks pursuant to Article 28-1, paragraph 2 of the Rules Governing Review of Securities Listings shall, by following the procedure in one of the following subparagraphs, obtain the appraisal opinion, before it may submit the application for listing:
- Submit its application in accordance with the operating guidelines or applicable regulations established by thecompetent Republic of China (ROC) authority for the relevant industry or the TWSE-designated professional institution, and at the same time pay in advance an application review fee payable to the aforementioned authority or the TWSE-designated professional institution, and forward a carbon copy and relevant documents to theaforementioned authority for the relevant industryor the TWSE-designated professional institution. After receiving the opinion form, the management shall request by letter competent Republic of China (ROC) authority for the relevant industryor the TWSE-designated professional institution to express an opinion. When having received the appraisal opinion, indicating an approval, from aforementioned authorityor the TWSE-designated professional institution in the letter,the TWSE has notified the foreign issuer by letter.
- Pursuant to Article 3, paragraph 2 of the Taipei Exchange Procedures for Review of TPEx Trading of Foreign Securities, Taipei Exchange has sent a letter to the competent Republic of China (ROC) authority for the relevant industry or the designated professional institutionseeking their opinion and has received their appraisal opinion, indicating the approval, in a letter.
The foreign issuer shall submit the application within 1 year from the date the appraisal opinion letter in the preceding paragraph, and, if the deadline has been passed, shall re-apply to the TWSE.
Applications for secondary listing of stocks or for sponsoring issuance of TDRs by a depositary institution pursuant to Article 27-1 of the Rules Governing Review of Securities Listings are governed by the preceding two paragraphs mutatis mutandis.
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Article 3-1
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When a foreign issuer applies for primary listing of its stock pursuant to Article 28-1 or 29 of the TWSE Rules Governing Review of Securities Listings, if individuals, juristic persons, groups, or other institutions from the Mainland Area have direct or indirect shareholding or capital contribution exceeding 30 percent in, or effective control over, the foreign issuer, the foreign issuer shall complete an application and deliver it to the TWSE with relevant supporting documents. The TWSE will submit its review opinion in a report to the competent authority, and only after special-case approval has been obtained from the competent authority may the foreign issuer submit its application for primary listing.
Within three months from the date of issuance of the response letter from the competent authority, the foreign issuer shall submit its application for primary listing. If it exceeds the deadline, it must reapply to the TWSE.
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Article 3-2
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When a foreign issuer applies for a primary stock listing, if there is any conflict between the mandatory regulations of the country of its registration and ROC provisions requiring mutatis mutandis application of the Securities and Exchange Act, the issuer shall first fill out an application for special-case permission, with relevant documents attached, and submit it to the TWSE. The foreign issuer may submit its application for primary listing only after the TWSE has submitted a review opinion to the competent authority, and the competent authority has publicly announced the scope within which foreign issuers from that country of registration may be exempted from specific provisions of the Securities and Exchange Act from which.
If the foreign issuer, on the basis of the provisions of the application for special-case permission under the preceding paragraph, falls within the scope of those exempted from application of specific provisions of the Securities and Exchange Act publicly announced by the competent authority, the foreign issuer may submit its application for primary listing only after review and confirmation by the TWSE and the TWSE's reply by letter to the foreign issuer.
When a foreign issuer applies for a primary stock listing, if the country of its registration is one for which the competent authority has publicly announced the exemption of its foreign issuers from the application of specific provisions of the Securities and Exchange Act, then when applying for listing, the foreign issuer shall fill out an application for listing and attach a "Checklist for Foreign Issuers Applying for Special Permission for Exemption from the Application of Specific Provisions of the Securities and Exchange Act" completed by a lawyer before the mutatis mutandis application of those specific provisions may be eliminated.
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Article 4
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Except for cases of a foreign issuer applying for a primary stock listing, the TWSE case handlers 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:
- Foreign issuers and their depositary institutions applying to list TDRs
- Written application and documents
- Inspect and examine application documents submitted for completeness and complete a Taiwan Depositary Receipt Listing Application Checklist (Appendix 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.
- Examine the depositary receipt issuance plan for full disclosure in compliance with the provisions of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers (the "Offering and Issuance Regulations") promulgated by the competent authority and complete a Taiwan Depositary Receipt Issuance Plan Checklist (Appendix 2).
- Examine the depositary contract between the foreign issuer and the depositary institution for full disclosure in compliance with the provisions of the Offering and Issuance Regulations and complete a Depositary Contract Checklist (Appendix 3).
- 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 Offering and Issuance Regulations and, along with the attached opinion of an ROC-registered attorney at law, complete a Custodial Contract or Other Documents Checklist (Appendix 4).
- Examine the public prospectus for full disclosure in compliance with the provisions of the Offering and Issuance Regulations and, along with the attached opinion of an ROC-registered attorney at law, complete a Prospectus Checklist (Appendix 5).
- Examine the underwriter's assessment report for full disclosure in compliance with the provisions of the Taiwan Securities Association Guidelines for Information to be Published in Assessments of Securities Underwriters for Offering and Issuance of Securities by Foreign Issuers, as well as for thoroughness, and complete a Securities Underwriter's Assessment Report Checklist (Appendix 6).
- Examine the example copy of the depositary receipt certificate for full disclosure in compliance with the Offering and Issuance Regulations and, upon signing by the depositary institution and certification by the certifying institution, complete a Taiwan Depositary Receipt Certificate Example Copy Checklist (Appendix 7).
- After completing the checklists for the reviews of preceding items (2) through (7), the case handler shall examine each item and pass them on to higher levels for further review; 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.
- Listing conditions prescribed in the TWSE Rules Governing Review of Securities Listings
- The TWSE case handler shall retain an outside expert possessing field-specific expertise to give a consulting opinion on the matters specified in a table of consultation matters, and, with reference to the consulting opinion, the case handler shall review the listing application and supporting documents submitted to determine whether the case meet each of the listing conditions set out in Article 26 of the TWSE Rules Governing Review of Securities Listings, and whether there exists any circumstance set out in Article 27-2 of the same Rules under which a TWSE listing is inappropriate. The case handler shall then complete a Listing Conditions Review Form (Appendix 8) before submitting the case to higher levels for further review.
- If the TWSE administering department, upon review, resolves to approve the listing, or if the administering department, upon review, resolves against listing but a resolution approving listing is subsequently made after the TWSE senior executive vice president has convened relevant personnel to review the listing case again and when necessary requested the applicant company and securities underwriter to make further explanations, the case handlers shall first notify the applicant company via mail to supplement relevant materials, and after the securities listing contract is signed with the applicant company, shall submit the review report and the securities listing contract to the competent authority for recordation. Following effective registration with the competent authority and completion of issuance, the TWSE will publicly announce the listing. If a resolution against listing is made after the TWSE senior executive vice president has convened relevant personnel to review the listing case again and when necessary requested the applicant company and securities underwriter to make further explanations, the application will then be rejected after the TWSE president has given written consent.
- The TWSE's responsible departments shall compile and submit monthly reports to the board of directors on the status of Taiwan Depositary Receipt listing contracts submitted to the competent authority for recordation.
- Review period
The TWSE case handler that processes a listing application for TDRs shall complete the review of aforementioned Appendices 1 through 8 within 4 weeks counting from the receipt of the application, and then shall submit the application to higher levels for further review. Under extraordinary circumstances, however, the review period may be extended following reporting for approval.
- Appeals
- For a listing contract rejected by the TWSE administering department, the applicant company may file an appeal to the TWSE within 20 days from the date that the letter giving notice of rejection is issued by the TWSE.
- The reasons for the appeal by the applicant company shall be limited to whether the original resolution for rejection is erroneous.
- After reviewing again, if the administering department deems the appeal to be without merit, the appeal will be rejected after written consent has been obtained from the TWSE president. If the administering department deems the appeal to have merit, the listing contract will be then submitted to the competent authority for recordation pursuant to paragraph 1, subparagraph 2, item (2) of this Article.
- Applications for secondary listings of stocks by foreign issuers
- Application documents
- Examine whether documents submitted are complete and complete a Foreign Stock Application Document Checklist (Appendix 10), examining each document and submitting to higher levels for further review. 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.
- Examine the stock issue plan for full disclosure in accordance with the Offering and Issuance Regulations and complete a Stock Issue Plan Checklist (Appendix 11).
- 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 Offering and Issuance Regulations and, with an attached opinion provided by an ROC-registered attorney at law, and complete an Agent Contract Checklist (Appendix 12).
- 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 Offering and Issuance Regulations and, with an attached opinion provided by an ROC-registered attorney at law, complete a Custodial Contract or Other Documents Checklist (Appendix 13).
- Examine the public prospectus for whether full disclosure is made in accordance with the Offering and Issuance Regulations and, with an attached opinion provided by an ROC-registered attorney at law, complete a Public Prospectus Checklist (Appendix 14).
- Examine whether the underwriter's assessment is in compliance with the Taiwan Securities Association Guidelines for Information to be Published in Assessments of Securities Underwriters for Offering and Issuance of Securities by Foreign Issuers, as well as for full disclosure, and complete a Securities Underwriter's Assessment Checklist (Appendix 15).
- In reviewing the items in preceding subparagraphs 1 through 6, the case handler, after completing the relevant checklists, shall examine each item and submit them to higher levels for further review. Where there is an item 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.
- Listing conditions prescribed in the TWSE Rules Governing Review of Securities Listings:
- The TWSE case handler shall retain an outside expert possessing field-specific expertise to give a consulting opinion on the matters specified in a table of consultation matters, and, with reference to the consulting opinion, the case handler shall review the application and supporting documents submitted to determine whether the case meet each of the listing conditions set out in Article 27 of the TWSE Rules Governing Review of Securities Listings, and whether there exists any circumstance set out in Article 27-2 of the same Rules under which a TWSE listing is inappropriate. The case handler shall then complete a Listing Conditions Review Form (Appendix 16) before submitting the case to higher levels for further review.
- If the TWSE administering department, upon review, resolves to approve the listing, or if the administering department, upon review, resolves against listing but a resolution approving listing is subsequently made after the TWSE senior executive vice president has convened relevant personnel to review the listing case again and when necessary requested the applicant company and securities underwriter to make further explanations, the case handlers shall first notify the applicant company via mail to supplement relevant materials, and after the securities listing contract is signed with the applicant company, shall submit the review report and the securities listing contract to the competent authority for recordation. Following effective registration with the competent authority and completion of issuance, the TWSE will publicly announce the listing. If a resolution against listing is made after the TWSE senior executive vice president has convened relevant personnel to review the listing case again and when necessary requested the applicant company and securities underwriter to make further explanations, the application will then be rejected after the TWSE president has given written consent.
- The TWSE's responsible departments shall compile and submit monthly reports to the board of directors on the status of stock listing applications submitted to the competent authority for recordation.
- Review period
The TWSE case handler that processes a listing application for stocks issued by foreign issuers shall complete the review of aforementioned Appendices 10 through 16 within 4 weeks counting from the receipt of the application, and then shall submit the application to higher levels for further review. Under extraordinary circumstances, however, the review period may be extended following reporting for approval.
- Appeals
- For a listing contract rejected by the TWSE administering department, the applicant company may file an appeal to the TWSE within 20 days from the date that the letter giving notice of rejection is issued by the TWSE.
- The reasons for the appeal by the applicant company shall be limited to whether the original resolution for rejection is erroneous.
- After reviewing again, if the administering department deems the appeal to be without merit, the appeal will be rejected after written consent has been obtained from the TWSE president. If the administering department deems the appeal to have merit, the listing contract will be then submitted to the competent authority for recordation pursuant to paragraph 1, subparagraph 2, item (2) of this Article.
- Applications for the listing of bonds by foreign issuers
- Public announcement of the listing of bonds issued by foreign governments or international organizations may be made following notification by the competent authority.
- Listing applications for bonds issued by foreign issuers:
- Application documents
- Examine whether the written application and supporting documents are complete; complete a Foreign Bond Listing Application Checklist (Appendix 18) and review each document and submit them to higher levels for further review. 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.
- Examine whether the bond issue plan provides full disclosure is in compliance with the Offering and Issuance Regulations and complete a Bond Issue Plan Checklist (Appendix 19).
- Examine the agent contract executed between the foreign issuer and its agent institution in the ROC for full disclosure in accordance with the Offering and Issuance Regulations and, with an attached opinion provided by an ROC-registered attorney at law, complete an Agent Contract Checklist (Appendix 20).
- Examine the public prospectus for full disclosure in accordance with the Offering and Issuance Regulations and, with an attached opinion provided by an ROC-registered attorney at law, complete a Public Prospectus Checklist (Appendix 21).
- In reviewing the items under the preceding subparagraphs (i) to (iv), the case handler, after completing the relevant checklists, shall examine each item and submit them to higher levels for further review. Where there is an item 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.
- Listing conditions prescribed in the TWSE Rules Governing Review of Securities Listings:
- The listing application and appendices submitted shall be reviewed to determine whether they meet each of the listing conditions provided in Article 25 of the TWSE Rules Governing Review of Securities Listings; and a Listing Conditions Review Form (Appendix 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 review 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 recordation, 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, the TWSE shall issue a listing approval letter. The approval letter shall clearly state: Contingent upon the competent authority's effective registration of the application to issue bonds, the TWSE 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 filing to the competent authority for registration of the public issue of TDRs.
- The responsible departments of the TWSE 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.
- Review period
Undertaking Personnel of the TWSE handling the processing of listing applications for bonds issued by foreign issuers shall complete review and submit them to higher levels for further review of Appendices 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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Article 4-1
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After receiving an application by a foreign issuer for a primary stock listing, the case handler of the TWSE shall begin a document review of the application, its appendices, and other materials submitted by the foreign issuer, the underwriter, the CPA and the lawyer:
- Review guidelines:
- The foreign issuer's financial reports for the most recent two years, audited and attested by a certified public accountant, shall be reviewed, and if there are irregular changes in any accounting items, then the financial report for the preceding year shall be reviewed with particular attention to the given accounting item. In the event of an applicant for primary listing on the Taiwan Innovation Board, the financial reports for the most recent year, audited and attested by a certified public accountant, shall be reviewed. From the date that the applicant company submits its application documents until its listing, it shall, in compliance mutatis mutandis with the requirements of the competent authority regarding public announcement and filing of financial reports, submit all of its quarterly and annual financial reports to the TWSE, and upload the electronic versions of the aforesaid financial reports to the Internet information reporting system designated by the TWSE, to serve as a basis for review. If the review period crosses over the fiscal year of the application, the TWSE shall request the applicant company to additionally submit the unaudited four major financial statements of the fiscal year of the application to serve as reference for review.
- The CPA audit or review report:
- The CPAs for the most recent three years shall be two practicing Taiwan CPAs at a joint accounting firm approved by the competent authority for attestation of the financial reports of public companies, provided in the event of an applicant for primary listing on the Taiwan Innovation Board, the above applies mutatis mutandis to its CPAs for the most recent two years.
- None of the following circumstances may apply to the CPAs engaged by the applicant company:
- In the preceding three years, the CPAs have been subject to disciplinary action or disposition in the form of a warning or above, but this restriction does not apply if the disciplinary action or disposition is a warning or reprimand and the cause in fact for such disciplinary action or disposition occurred five or more years before the date of application for listing.
- The CPAs have been subject at least twice to a public announcement by the TWSE or TPEx in the most recent year under the TWSE Regulations Governing the Handling of Errors by Certified Public Accountants in Auditing of Initial Applications for TWSE Listing or the GreTai Securities Market Regulations for Handling Deficiencies in Certified Public Accountants' Reviews of TPEx Listing Applications that the financial reports of TWSE or TPEx listing applicants that have been attested by the CPAs are rejected for a certain period, but this restriction does not apply if a disposition of rejecting the CPA-attested financial reports of the listing applicant company for a certain period by TWSE or TPEx, and the cause in fact for such disposition public announcement occurred five or more years before the date of application for listing.
- The opinion section of the audit report or conclusion section of the review report shall explain the accounting principles adopted by the foreign issuer and the differences between those principles and the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry, and include an index to the notes; it shall also contain respective statements that the report has been audited or reviewed in accordance with Taiwan's Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Certified Public Accountant Cases.
- The CPA shall produce an audit report that states an unqualified opinion without reference to the audit work of other CPAs.
- If the quarterly financial reported reviewed by the CPA includes information on a major subsidiary, the financial report and related materials on that subsidiary shall also be reviewed by the CPA, and the CPA shall issue a conclusion on the major subsidiary without reference to any other accountant's review.
- Content of the financial reports:
- The financial reports shall be produced using the New Taiwan Dollar as monetary unit, and shall be in Chinese, but may also add English.
- The financial reports shall be produced using period-on-period comparison, and shall include balance sheets, statements of comprehensive income, statements of cash flows, statements of changes in equity, and the accompanying notes.
- The notes to financial reports shall state the accounting principles used by the foreign issuer. If the financial reports are prepared in accordance with the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry, then Article 7, paragraph 1 of those regulations governing the preparation of annual parent company only financial reports need not apply. If they are not prepared in accordance with the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry, then the differences, including material discrepancies and their dollar amounts, from the regulations governing preparation of financial reports adopted by the competent authority, as reflected in the period-to-period balance sheet and the statement of comprehensive income, shall be disclosed.
- Checklist of legal issues:
The case handler shall ascertain whether the lawyer filling out the checklist has compiled the working paper in accordance with the instructions on the preparation of the checklist and, if the contents of the comments section or results of review indicated in the checklist are not adequately confirmed by the lawyer’s working paper, shall request the lawyer to provide a supplementary explanation.
- Reviewers shall apprise themselves of whether the foreign issuer is in compliance with Articles 28-4, 28-5, and 28-6 of the TWSE Rules Governing Review of Securities Listings, and whether any circumstance under any subparagraph of Article 28-8 of the same rules that would make market listing inappropriate applies to the foreign issuer or any company it controls. In the event of a foreign issuer applying for primary listing on the Taiwan Innovation Board in accordance with Article 29 of said rules, reviewers shall apprise themselves of whether the foreign issuer is in compliance with Articles 30, 32, and 33 of the rules and whether any circumstance under any subparagraph of Article 31, paragraph 1 of the same Rules that would make market listing inappropriate applies to the foreign issuer or any company it controls
- Review procedures:
- The TWSE may initiate the following review procedures as it deems necessary for a review:
- Requesting that the foreign issuer, the underwriter, the CPA and lawyers attach additional information and an explanation of the information.
- If a material irregularity is discovered and still cannot be reasonably explained following a request for the submission of additional written information by the relevant persons in accordance with the preceding paragraph, then, with the written approval of the TWSE president, an onsite audit may be conducted or the foreign issuer may be required to engage a CPA, attorney, or other institution designated by the TWSE to conduct an audit of the foreign issuer within a scope designated by the TWSE, and to submit the results of the audit to the TWSE.
- The recommendations for the internal control system issued by a CPA for the most recent three years shall be examined, and the foreign issuer shall be requested to engage a CPA to issue a special audit report on the internal control system. In the event of an applicant for primary listing on the Taiwan Innovation Board, the examination may cover only the recommendations for the internal control system issued by a CPA for the most recent two years.
- The TWSE shall gain an understanding of the applicant's production of financial forecast data, and as needed may require the applicant to provide financial forecast data for each quarter during the review period. The data shall be provided only for use as a reference in the review of the given case, and may not be made public or otherwise divulged.
- Whether the prospectus submitted by foreign issuers is compiled in accordance with the TWSE Regulations Governing the Particulars to be Recorded in Prospectuses for Initial Listing of Securities shall be examined. Whether the checklist of legal issues filled out by the lawyer adequately supports the conclusions of the legal opinion contained in the prospectus shall also be ascertained.
- The securities underwriter and CPA handling an application for a primary listing by a foreign issuer shall apply the TWSE Regulations Governing the Reporting of Basic Information on Advisory Client Companies by Securities Underwriters, Directions Governing the Particulars to be Recorded in the Securities Underwriter's Evaluation Report for Initial Listing of Securities, Assessment and Auditing Procedures for Securities Underwriters Handling Initial Applications for Market Listing, Regulations for Handling Deficiencies in the Evaluation Report or Other Relevant Information Submitted by a Securities Underwriter and Regulations Governing the Handling of Errors by Certified Public Accountants in Auditing of Initial Applications for Market Listing.
- The case handler shall provide the key points of the audit results, requesting relevant expert opinion and consulting relevant information as needed to produce written proposals for the purpose of reference during the review process.
- An application for a primary listing by a foreign issuer is subject to review by the management, before being submitted to the Review Committee for review. The application will be submitted to the Review Committee for review where said members pass a resolution approving the listing. Where a resolution disallowing the listing is passed, the TWSE Vice President will assemble the relevant personnel for a re-review and, if necessary, invite the applicant and securities underwriter to give an explanation. If the listing is still not approved under such circumstance, it will be forthwith rejected upon the approval of the President. The aforementioned internal review meeting shall have a quorum of two-thirds of the internal members.
- Applications for a primary listing by a foreign issuer shall be submitted for deliberation by the Securities Review Committee within six weeks after receipt of the application documents. Under exceptional circumstances, however, the Administration Department, 10 days prior to the Review Committee meeting, may extend the deadline for submission to the Review Committee based upon review requirements or at the request of the applicant company, subject to the signed approval of the president of the TPEx. Extensions granted at the request of the applicant company are be limited to a maximum period of a month.
- When a foreign issuer applies for a primary listing (with the exception of a TPEx primary listed company applying for a TWSE primary listing or a Taiwan Innovation Board primary listed company applying for conversion to a TWSE primary listed company, to which the provisions of Article 7-1, paragraph 1, subparagraph 1 of the TWSE Procedures for Review of Securities Listings regarding exemption from review by the review committee and relevant provisions of Article 7-2 of said procedures apply mutatis mutandis), the provisions of Article 4, paragraphs 2 and 3 of the TWSE Procedures for Review of Securities Listings in regard to retaining an outside reviewer to give a consulting opinion, and the provisions regarding review by the Committee for Review of Stock Exchange Securities Listings will apply mutatis mutandis. However, when a foreign issuer or any company it controls is involved in any circumstance of the subparagraphs of Article 28-8, or subparagraphs except 7, 8, and 9 of Article 31, paragraph 1 of the Rules Governing Review of Securities Listings, or violates the same rules except Articles 28-5, 28-6, 32, and 33, or in the case of re-reviews, the approval of two-thirds or more of the Review Committee members present is required, and the Review Committee must submit the concrete reasons for their overall consideration that approval of the listing be granted.
- The provisions of the TWSE Procedures for Review of Securities Listings in regard to consideration by the board of directors, return of applications and re-reviews, forwarding to the competent authority, and listing and trading of stocks shall apply mutatis mutandis to applications for primary listing by a foreign issuer.
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Article 4-2
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When a TWSE primary listed company files for a listing of new shares in a capital increase through issuance of new shares of the same type as those originally listed on the TWSE, the case handler shall confirm that the relevant documentation are reported and uploaded in full before publicly announcing its TWSE listing pursuant to the mutatis mutandis application of Article 139 under Article 165-1 of the Securities and Exchange Act.
Where a TWSE primary listed company is issuing such stocks different from the existing listed stocks by capital increase is applying for listing,after examining all documents duly submitted by the listed company to ensure completeness, the case handler shall complete a "New Stock Listing Preliminary Review Chart" to examine whether Article 28-12, Paragraphs 2 and 4 of the TWSE Rules Governing Review of Securities Listings and Article 53-4 of the TWSE Operating Rules, or Article 38, Paragraphs 2 and 3 of the Rules Governing Review of Securities Listings and Article 53-37 of the TWSE Operating Rules applying Article 53-4 mutatis mutandis, are applicable to the company.Upon approval being granted in writing, a listing contract shall be executed, notice shall be given to the company advising it to proceed with public offering accordingly, and the listing contract shall be presented to the competent authority for recordation. The listing will be publicly announced upon the preferred shared issued by the company conforming to provisions governing the total number of issued shares, public offering and share ownership dispersion standards as set forth in Article 28-12 or Article 38 of TWSE Rules Governing Review of Securities Listings.
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Article 4-3
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Where a TWSE listed company issues securities with detachable warrants, it shall, upon effective registration with the competent authority, apply to the TWSE for listing of the detached company warrants. The Administration Department shall examine the documents duly submitted by the listed company to ensure completeness, execute a listing contract, advise the company to proceed with public offering and listing accordingly, and present the listing contract to the competent authority for recordation.
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Article 5
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Except for cases of a foreign issuer applying for a primary listing, a foreign issuer, its agent institution or depositary institution shall submit relevant information to the TWSE according to the following time limits:
- Within three days after the competent authority's effective registration of the securities issuance case, submit a photocopy of the notice of effective registration. The TWSE will then notify in writing each securities firm and other relevant agency to conduct pre-listing preparations.
- Within three days of completion of underwriting, the Equity Distribution Forms (Appendices 9 and 17) shall be completed and a listing date set, a date which shall be not less than two business days from the date of submission of the equity distribution forms. Where the TWSE case handler checks that the review materials are in compliance with market listing requirements, the listing announcement may be made and a written report filed with the competent authority for recordation. Where the review materials are not in compliance with market listing requirements, all relevant written materials and documentation shall be submitted to the competent authority for handling.
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Article 6
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A TWSE secondary listed company that applies or files for TWSE listing of new securities with the same rights and obligations as the shares or Taiwan Depositary Receipts that are already TWSE listed in accordance with Article 28 of the TWSE Rules Governing Review of Securities Listings shall do so as follows:
- Where a foreign issuer and its agent or depositary institution apply for the listing of additional stock or TDRs as a result of capital increase by cash and the rights and obligations of the holders of stock or TDRs 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 TDRs to be listed which carry the same rights and obligations as those of the TDRs already listed, the TWSE may, after examination of the Application (Report) for Additional Issuance of Foreign Stocks/Market Listing and Trading of Taiwan Depositary Receipts (Appendices 4 and 5), issue an approval document for listing, and after effective registration with the competent authority and completion of issuance, announce the listing thereof.
- If a foreign issuer and its depositary institution participate by means of shelf registration in the issuance of TDRs for listing, and those depositary receipts carry the same rights and obligations as those of TDRs already listed, the TWSE may, after examination of the Application for Additional Issuance and Listing of Taiwan Depositary Receipts by Means of Shelf Registration by a Foreign Issuer (Appendix 6), issue an approval document for listing, and after effective registration with the competent authority and completion of issuance, announce the listing thereof.
- Where a foreign issuer and its agent or depositary institution apply for the listing of additional stock or TDRs 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, or as a result of a request for conversion or warrant subscription with respect to already-issued convertible corporate bonds, corporate bonds with warrants, or other securities having an equity conversion nature, and the rights and obligations of the newly issued stock or TDRs are identical with those of the stock or depositary receipts already listed, the TWSE will, after confirming all relevant documents reported and uploaded are in order, publicly announce the listing thereof.
- Where a foreign issuer and its depositary institution apply for the reissuance and listing within the amount of the original issuance, or within the scheduled issue period for shelf registration and the number of units that may be issued, of those TDRs which carry the same rights and obligations as those of the TDRs already listed, the case handler shall, upon confirming all relevant documents reported and uploaded are in order, publicly announce the listing in accordance with the provisions of Article 28, paragraph 4 of the TWSE Rules Governing Review of Securities Listings.
Where the TDRs issued by a foreign issuer have already been listed, and the shareholders issue through a depositary institution TDRs in Taiwan with the already-issued shares that they hold, the TWSE may, after examination of the Application for Issuance and Listing of Unsponsored Taiwan Depositary Receipts (Attachment 7), issue an approval document for listing, and after effective registration with the competent authority and completion of issuance, announce the listing thereof.
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Article 7
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Except in cases of a foreign issuer applying for a primary stock listing, the TWSE Administration Department shall compile monthly trading reports for listed TDRs and foreign issued stocks and bonds for presentation to the board of directors and written reports to be submitted to the competent authority within 10 days following the board of directors meeting for recordation.
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Article 8
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These Operational Procedures shall take effect after having been submitted to and approved by the competent authority, and subsequent amendments thereto shall be effected in the same manner; appendices related to these Operational Procedures shall take effect after having been submitted to and approved by the president of the TWSE, and subsequent amendments thereto shall be effected in the same manner.
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