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Article 42
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An Issuing Company applying for listing of its securities shall complete the application for listing of securities and enclose the signed Agreement for Listing and other required documents to this Corporation.
The format and the required documents for application of securities listing shall be determined by this Corporation in accordance with the type and the nature of the securities being listed.
The securities being applied for listing by an Issuing Company shall be certified in accordance with the "Regulations Governing Certification of Corporate Stock and Bond Issues by Public Companies." However, securities for which no physical ("scrip") security is printed to represent the rights thereof are exempt from the requirement of certification.
In reviewing the application for securities listing by an Issuing Company, in addition to the documents supplied, this Corporation may consult other credit reports and process the application in accordance with the Criteria for Review of Securities Listings, and the "Industry Categorization and Adjustment Guidelines for Listed Companies".
The Criteria for Review of Securities Listings and the Industry Categorization and Adjustment Guidelines for Listed Companies shall be drafted by this Corporation and sent to the Competent Authority for its approval and public announcement.
Issuing Companies applying for initial public offering shall, in accordance with the regulations of the Competent Authority, reserve a set ratio of the listed stocks for public sale by securities underwriters or wholesale by securities brokers. This Corporation may use the information to be obtained from the results of the sale as reference for share dispersal review of listed securities.
The provisions of Paragraphs 1 through 5 of this Article shall apply mutatis mutandis to the listing of beneficiary certificates issued by SITEs, beneficiary securities issued by trustee institutions, asset-backed securities issued by special purposes companies, REIT beneficiary securities or REAT beneficiary securities duly offered and issued by securitization trustee institutions, or Taiwan Depositary Receipts issued by foreign companies and their depositary banks.
The provisions of Paragraphs 1, 2, 4 and 5 of this Article shall apply mutatis mutandis to the listing of call (put) warrants.
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Article 45
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Where the name, type of securities, price per unit, outstanding shares, or other contents are changed, the changes shall be processed in accordance with the laws, and further the "Application for Amending the Listed Securities Registers," and the "Plan for Exchange of Securities Certificates" shall be sent to this Corporation to apply for change of content of the listed securities. Upon report by this Corporation to and recordation with the Competent Authority, the listed company shall send the required documents to this Corporation and file a report on the Internet information reporting system designated by this Corporation during the time period specified by this Corporation, and before the last day the shareholders list may be changed. In the case of change of the company name, within three years from the approval date of such change, all the issued securities and other information to be published as required shall be disclosed in the new name as well as the old name. Within three consecutive months after the company name change, the said information shall be entered into the significant information of this Corporation's Stock Market Monitoring System for public announcement. In the case of capital decrease registration, the procedural provisions for delivering the new securities by scripless book-entry transfer shall be carried out within three months from the date on which the exchange plan in the "Plan for Exchange of Securities Certificates" submitted to the Competent Authority is approved. Thereafter, the said exchange plan shall be actually implemented. If the exchange of new share certificates resulting from capital decrease is likely to fall behind schedule or there might be any abnormal situation, this Corporation shall be notified in writing in advance; provided, however, that exchange of securities certificates may be waived in the case of buy back of treasury stocks and cancellation of shares under Article 28-2 of the Securities and Exchange Act.
The Plan for Exchange of Share Certificates referred to in the preceding Paragraph shall be formed in accordance with the "Procedures for Exchange of Securities Certificates by Listed Companies" prescribed by this Corporation.
Where the volume of the total exchanged stocks has reached thirty percent of total listed shares of the listed company may designate the listing date of the new shares (identical with the last day of trading of old shares), and submit an application with this Corporation for its transmission to the Competent Authority for its recordation, for permission to implement the plan.
Where the volume of the total exchanged stocks has not reached thirty percent of total listed shares of the listed company, if the listed company makes a written undertaking that starting from the date the new shares are traded, the replacement procedures will be commenced and any old shares received will be exchanged with new shares on the same date, the procedures enumerated in the preceding Paragraph shall apply. If it does not issue the written undertaking, the designation of the listing date of the new shares (identical with the last day of trading of old shares) shall not at the latest be later than 30 days after the first date on which the old shares are replaced with new shares. Further, commencing from the above date, it shall continue with the replacement procedures and issue new replacement shares on the same date on which it receives the old shares.
The provisions of Paragraphs 1 through 4 of this Article shall apply mutatis mutandis to changes to the securities represented by shares issued by foreign issuers, or Taiwan Depositary Receipts issued by foreign issuers and their depositary institutions.
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Article 45-1
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Where a listed company issues new shares, the new shares shall be traded on the day such shares are delivered to the shareholders. In the event the company has any conditions enumerated in Paragraph 1 of Article 156 of the Securities and Exchange Act and the Competent Authority has restricted its trading, the shares shall be prohibited from being traded.
The company issuing the new shares referred to in the preceding Paragraph shall, before the share certificates representing the new shares are delivered and within the time period specified by this Corporation, provide to this Corporation a report for listing of new capital stock, copy of the amended certification after change of registration, and certification of registration of scripless issuance. Upon review by this Corporation for their completeness, such shall be publicly announced to the securities firms.
The report for listing of new capital stock referred to in the preceding Paragraph shall form an integral part of the original Agreement for Listing.
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