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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:
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 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 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 case handler 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 the TWSE’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) 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.
(3) 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.
1.3 Review period
Undertaking personnel of the TWSE 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.
1.4 Appeals
(1) 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.
(2) The reasons for the appeal by the applicant company shall be limited to whether the original resolution for rejection is erroneous.
(3) 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.
2. Applications for secondary listings 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 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 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 the TWSE’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) 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.
(3) 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.
2.3 Review period
Undertaking personnel of the TWSE 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.
2.4 Appeals
(1) 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.
(2) The reasons for the appeal by the applicant company shall be limited to whether the original resolution for rejection is erroneous.
(3) 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.
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
(i) 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.
(ii) 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).
(iii) 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).
(iv) 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).
(v) In reviewing the items under the preceding subparagraphs (i) to (iv), 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 the TWSE’s Criteria for the Review of Securities Listings:
(i) 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.
(ii) 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 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 Taiwan Depositary Receipts.
(iii) 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.
3. 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 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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Article 6
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Listings shall be handled as follows, with the exception of a foreign issuer applying for a primary stock listing that applies or files for a cash capital increase, issuance of bonus shares, or a listing of common stock not issued within the territory of the ROC in accordance with Article 28-12 of the TWSE's Rules Governing Review of Securities Listings:
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 listed which carry the same rights and obligations as those of the Taiwan depositary receipts 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 (Attached Charts 23 and 24), issue an approval document for listing, and after effective registration with the competent authority and completion of issuance, announce the listing thereof.
2. If a foreign issuer and its depositary institution participate by means of shelf registration in the issuance of Taiwan depositary receipts for listing, and those depositary receipts carry the same rights and obligations as those of Taiwan depositary receipts 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 (Attached Chart 25), issue an approval document for listing, and after effective registration with the competent authority and completion of issuance, announce the listing thereof.
3. 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, 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 Taiwan depositary receipts are identical with those of the stock or depositary receipts already listed, the TWSE 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.
4. 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 Taiwan depositary receipts which carry the same rights and obligations as those of the Taiwan depositary receipts already listed, the case handler shall, upon receipt of the submitted Application for Re-issuance and Listing by a Foreign Issuer of Taiwan Depositary Receipts Within the Redeemable Limit/ Application for Reissuance and Listing by a Foreign Issuer of Taiwan Depositary Receipts within the Scheduled Issue Period for Shelf Registration (Attached Charts 26 and 27)publicly announce the listing in accordance with the provisions of Article 28, paragraph 4 of the TWSE’s Criteria for the Review of Securities Listings.
Where the Taiwan depositary receipts issued by a foreign issuer have already been listed, and the shareholders issue through a depositary institution Taiwan depositary receipts 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 (Attached Chart 28), 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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