| Title： |
Taiwan Stock Exchange Corporation's ("TWSE") Rules Governing the Reporting of Basic Information of Advisory Client Companies by Securities Underwriters(2022.11.01) |
| Date： |
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Article 1
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These Rules are established in accordance to Article 3, paragraph 4 of the TWSE Procedures for Review of Securities Listings.
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Article 2
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A securities underwriter advising a domestic issuer on a stock listing application or TIB listing application, or a foreign issuer on an application for primary listing of stock or for TIB primary listing shall, on the date of signing the "Stock Listing Advisory Agreement" ("Agreement") with the advisory client company, report the "particulars of the advisory client company" (to the TWSE via the Internet. For any change of information, the securities underwriter shall update the relevant information in the above particulars on the date of occurrence of the fact, until it submits the stock listing application to the TWSE.
A securities underwriter advising a domestic issuer on an application for stock listing or TIB listing shall, from two months prior to the date of submission of the listing application and before the 10th day of each month, file with the TWSE via the Internet a "Material Financial and Business Incidents Checklist" of the preceding month until it submits the stock listing application to the TWSE.
Where the advisory client company is a foreign issuer, the securities underwriter shall, before the 10th day of each month, file with the TWSE via the Internet a "Record of Advisory Foreign Issuer Applications for Primary Listing of Stock and TIB Primary Listing" and the contents and progress of advice of the preceding month. If the securities underwriter discovers material irregularities with the financial or business operation of the advisory client company as in Article 4, the securities underwriter shall describe the follow-up and measures taken in the aforementioned report and, from two months prior to the date of submission by the advisory client company to the TWSEof the primary listing or TIB primary listing, replace the Record of Advisory Foreign Issuer Applications for Primary Listing of Stock and TIB Primary Listing with the Material Financial and Business Incidents Checklist in the preceding paragraph. In addition, the securities underwriter shall, via the Internet, report the qualifications of personnel advising foreign issuers on applications for primary listing or TIB primary listing, and shall update the information immediately in the event of any change to personnel or data.
If a securities underwriter advising a domestic or foreign issuer on a TIB listing application or TIB primary listing intends to be exempted from the requirement in Article 2-1, paragraph 5 of the TWSE Governing Review of Securities Listings that such issuer be advised on listing by the lead securities underwriter or apply for registration of its stocks as emerging stocks and have them traded on the TPEx for at least six months, said issuer shall strengthen the evaluation of the items in material incident (4) of the Material Financial and Business Incidents Checklist in the preceding two paragraphs.
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Article 3
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A securities underwriter suspending or terminating the Agreement with an advisory client company shall, on the suspension or termination day, update the relevant information in the Particulars via the Internet in regard to the reasons for the suspension or termination.
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Article 4
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If the securities dealer discovers material irregularities with the financial or business operation of the advisory client company, the securities underwriter shall, via the Internet and until improvement is made, update the relevant information in the Particulars in regard to such irregularities and their impact on the financial and business operations of the advisory client company.
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Article 5
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The securities underwriter shall strictly enforce these Rules and report on time. It shall be responsible for any errors, omissions, or false or untrue representations in the relevant information. If the TWSE discovers any of the above-mentioned deficiencies, it shall request the securities underwriter to improve immediately and, subject to the actual circumstances of each case, give notice of improvement to the underwriter and further take measures in accordance with the TWSE Rules for Handling Deficiencies in the Assessment Report or Other Relevant Information Submitted by a Securities Underwriter.".
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Article 6
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These Rules shall take effect after having been submitted to and approved by the general manager by signing. Subsequent amendments thereto shall be effected in the same manner.
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