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Operating Rules of the Taiwan Stock Exchange Corporation(2009.06.09) |
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Article 41
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The notice of listing for sale, suspension of sale, or delisting of bonds issued by the government ("Government Bonds") shall be given by the Competent Authority to the TWSE for its public announcement. Where the listed Government Bond has been redeemed at maturity, the TWSE may directly publicly announce its delisting.
The listing for sale, suspension of sale, or delisting of securities publicly issued by a company limited by shares ("Issuing Company"), beneficial certificates of closed-end securities investment trust funds (“closed-end funds”), exchange traded securities investment trust funds (“exchange traded funds”) duly issued by securities investment trust companies ("SITEs"), beneficial securities duly issued by trustee institutions, asset-backed securities duly issued by special purposes companies, real estate investment trust (REIT) beneficial securities or real estate asset trust (REAT) beneficial securities duly offered and issued by securitization trustee institutions, offshore exchange-traded fund beneficial certificates, fund shares, or investment units (hereinafter, "beneficial certificates") duly offered and sold by an offshore fund management institution or an institution appointed by it (hereinafter, "offshore fund institution"), stocks duly issued by foreign issuers, Taiwan Depositary Receipts issued by foreign issuers and their depositary institutions, and call (put) warrants issued by issuers pursuant to the law, shall be processed and publicly announced in accordance with the various types of securities listing contracts ("Agreement for Listing") executed between the TWSE and the Issuing Company, SITEs, trustee institution, special purpose company, securitization trustee institution, offshore fund institution, depositary receipt issuer, or call (put) warrant issuer.
The Agreement for Listing referred to in the preceding paragraph shall be executed in accordance with the Rules Governing the Agreement for Listing reported by the TWSE to and approved by the Competent Authority. Upon the effectiveness of the Agreement for Listing, where the Rules Governing the Agreement for Listing is amended such that discrepancy in the internal content occurs, the amended rules shall be applicable.
After the financial report of financial bonds issued by financial institutions, if certified in accordance with the Regulations Governing Certification of Corporate Stock and Bond Issues by Public Companies, has been audited and certified by a CPA or approved and publicly announced by an auditing institution, reference may be made to paragraph 2 of this Article for listing processing.
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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 the TWSE.
The format and the required documents for application of securities listing shall be determined by the TWSE 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, the TWSE may consult other credit reports and process the application in accordance with the Rules Governing the Review of Securities Listings, and the "Industry Categorization and Adjustment Guidelines for Listed Companies".
The Rules Governing the Review of Securities Listings and the Industry Categorization and Adjustment Guidelines for Listed Companies shall be drafted by the TWSE and sent to the Competent Authority for its approval and public announcement.
Issuing Companies applying for initial listing 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. The TWSE 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 to 5 shall apply mutatis mutandis when a SITE applies for listing of any beneficial certificates that it offers and issues; when a trustee institution applies for listing of any beneficial securities that it offers and issues; when a special purpose company applies for listing of any asset-backed securities that it offers and issues; and when a securitization trustee institution applies for listing of any REIT and REAT beneficial securities that it offers and issues.
The provisions of paragraphs 1, 2, 4 and 5 shall apply mutatis mutandis when a foreign issuer applies for listing of any stocks issued by it, when a foreign issuer and its depositary institution apply for listing of any Taiwan Depositary Receipts they issue, and when any issuer applies for listing of any call (put) warrants duly issued by it.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when an offshore fund institution, through the master agent it has appointed, applies for listing of beneficial certificates of an offshore exchange-traded fund sold and offered by it.
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Article 43
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Upon the approval of the TWSE for listing of securities by an Issuing Company, and the approval of the Competent Authority of the Agreement for Listing, such company shall be a listed company. In addition to the payment of listing fees in accordance with the Agreement for Listing, upon the notice of the TWSE, such Issuing Company shall upload an electronic file of the prospectus onto the Internet information reporting system designated by the TWSE and shall deliver a physical copy of the full prospectus to the TWSE for its distribution to securities firms. Further, one day prior to the listing of such securities, the Listing Company shall report information related to the listing to the Internet information reporting system designated by the TWSE, and shall send the downloaded information to the TWSE.
The public announcement referred to in the preceding paragraph shall include the name of the company, type of listed securities, volume, rights, obligations, date of listing, date, and document reference number of listing approval letter issued by the Competent Authority, name of the agency handling share transfer matters, name of the underwriter, underwriting period, price, volume, and other matters to be publicly announced.
If a company applying for initial listing fails to duly complete the public sale of its stock within three months from the date the approval for Agreement for Listing was obtained from the Competent Authority pursuant to paragraph 1 of this Article, its listing shall be cancelled. However, with valid reasons, and upon the approval of the TWSE and the Competent Authority, the period may be extended for a single term of three additional months. The suspension period referred to in paragraph 4 shall not be counted.
Before the listing of stocks by an Issuing Company, if it is discovered that, before or subsequent to the effectiveness of the Agreement for Listing, valid facts show that any of the inappropriate circumstances for listing enumerated in the Rules Governing the Review of Securities Listings has occurred, the TWSE may suspend the listing of the securities, and conduct an investigation, and report to the Competent Authority. In the event the listing company refuses the investigation of the TWSE or refuses to supply the necessary information, or it is confirmed that it is inappropriate for listing, the TWSE may, upon approval of the Competent Authority, revoke its Agreement for Listing or delist its stock. In the event it is shown that there are no inappropriate circumstances for listing, the TWSE may, upon report to the Competent Authority, notify the company to resume the listing process. While the unsuitability of listing has not been confirmed, the TWSE may continue to suspend the listing of such securities.
The listed securities shall be assigned by the TWSE a code number, and an abbreviated name for uniform usage.
The provisions of paragraphs 1, 2, and 5 of this Article shall apply mutatis mutandis to applications by SITEs for listing of beneficial certificates, applications by foreign issuers and their depositary institutions for listing of Taiwan Depositary Receipts, applications by offshore fund institutions, through the master agents appointed by them, for listing of beneficial certificates of offshore exchange-traded funds, and applications by foreign issuers for secondary listings of stocks or listings of bonds.
If a foreign issuer applies to list stocks on a primary listing basis and its application is reviewed and approved by the TWSE, then after its listing contract is submitted to and approved by the Competent Authority and becomes effective, that company is deemed a primary-listed company, and except as otherwise provided shall be subject mutatis mutandis to the provisions of this Chapter regarding an exchange-listed company.
The governing of foreign issuers referred to in the preceding paragraph following the listing of their stocks, and other relevant matters, shall be prescribed separately in other rules and bylaws by the TWSE.
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Article 44
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Listed companies shall establish a professional shareholder services agent or shareholder services unit in the area where the TWSE is located. Further, such companies shall notify the TWSE of the business address and the name of the responsible person of the shareholder services agent, and the specimen of chops that must be chopped on the stock certificates to effect valid title transfer within three days of their decision. The same process shall apply in case of amendments.
The title transfer or the splitting of stocks handled by listed companies shall be completed within three days after the application therefor is received.
The professional shareholder services agent or shareholder services unit referred to in paragraph 1shall have shareholder services handling personnel and equipment that comply with the provisions of the Regulations Governing Handling of Shareholder Services by Public Companies promulgated by the Competent Authority, and it shall conduct shareholder services matters in compliance with the above Regulations Governing Handling of Shareholder Services.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis to SITEs processing the transfer of title to beneficial certificates; to trustee institutions processing the transfer of title to beneficial securities; to special purpose companies processing the transfer of title to asset-backed securities; to real estate securitization trustee institutions processing the transfer of title to REIT or REAT beneficial securities; to offshore fund institutions, through the master agents appointed by them, or through a qualified shareholder services agent separately appointed by the master agent, processing the transfer of title to beneficial certificates of offshore exchange-traded funds, to the transfer of title to secondary-listed company stocks, and to foreign issuers and their depositary institutions processing the transfer of title to Taiwan Depositary Receipts.
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Article 46
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Where a listed company closes the books on changes to the shareholders register in accordance with Article 165 of the Company Act, it shall, before the last date the shareholders register may be changed and within the time period required by the TWSE, publicly announce on the website reporting system designated by the TWSE the reason for the suspension, date of suspension, amount of dividends and bonuses to be distributed, and allocation of rights. However, in special circumstances, where the reasons are stated, the company may simply publicly announce in advance the reasons for convening a shareholders meeting and the date of the meeting. In such cases, it shall follow up, at least 40 days prior to the date of the shareholders meeting, with a public announcement on the above-mentioned website designated by the TWSE of the amount of dividends and bonuses to be distributed or rights to be allocated.
If there is subsequently any change in information publicly announced by a listed company under the preceding paragraph, or the public announcement is not made by the listed company within the time period specified by the TWSE, then the listed company shall bear full liability for any resultant trade dispute or damage suffered by a party to a trade.
The provisions of paragraph 2 of this Article shall apply mutatis mutandis to SITEs setting a time period for changes to the beneficiaries list or date of distribution of profits when handling matters set forth in Article 64, Article 68, and Article 77 of the Regulations Governing Securities Investment Trust Funds.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis for the book closure period during which the shareholders list, beneficiaries list, and foreign bond holders list may not be changed due to the distribution of stock dividends, bond interest, bonus, or other interests in accordance with the laws of its local jurisdiction, in respect of bonds issued by a foreign issuer or its agent institution, stocks issued by a primary- or secondary-listed company or its agent institution, or foreign securities represented by Taiwan Depositary Receipts issued by a foreign issuer or its depositary institution.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when a trustee institution sets a record date for book closure of the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or of distribution of profit on a special purpose trust, or when a special purpose company sets a record date for book closure for entries in the register of holders of asset-backed securities or a record date for distributions because of the convening of a meeting of holders of asset-backed securities or distribution or repayment of principal, profit, interest, or other income rights in accordance with an asset securitization plan.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when a securitization trustee institution sets a record date for book closure of the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or distribution of income.
When an offshore fund institution, for purposes of holding a beneficial owners meeting or shareholders meeting of an offshore exchange-traded fund, or for distribution of income or dividends, sets the record date for book closure period of the register of beneficial owners or register of shareholders or for a distribution of income or dividends, the provisions of paragraph 1 shall apply mutatis mutandis to the master agent appointed by the offshore fund institution.
When an offshore fund institution entrusts its master agent to make any public announcement of a matter under the preceding paragraph, if, due to any subsequent change or to a failure to make the public announcement by the deadline under TWSE regulations, any trade dispute occurs and a party to the trade suffers any loss, the offshore fund institution and the master agent shall without exception be held fully liable.
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Article 47-1
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SITEs and the master agents of offshore fund institutions shall provide the following information within the prescribed time period:
1. Where an announcement is related to the rights of beneficiaries, the relevant particulars shall be entered into the Internet information reporting system designated by the TWSE. Where particulars that should be publicly announced but were not announced, or where the announced items were not sufficiently explanatory, the TWSE may inform the company to make the announcement or supplement or amend the announcement.
2. Upon receiving notification from the TWSE of approval for offering and issuance of beneficial certificates, a SITE shall upload the electronic file [of the prospectus] onto the Internet information reporting system designated by the TWSE and provide four [physical] copies of the prospectus.
3. At the same time that they are filed with the Competent Authority, two copies of the annual report and monthly balance sheet report shall be submitted, provided that the requirement of submission of a monthly balance sheet shall not apply if the offshore exchange-traded fund is not required to prepare a monthly balance sheet under the rules of the competent authority of its place of registration.
The TWSE may provide original or abstract copies of the information provided to it pursuant to the preceding paragraphs for review by the public.
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Article 50-2
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The TWSE may publicly announce the delisting of beneficial certificates when the period of validity of a securities investment trust fund has expired, or when the securities investment trust contract has terminated.
Where any of the following circumstances exists with respect to a closed-end fund managed by any SITE, the TWSE may report to and obtain the approval of the Competent Authority to delist its beneficial certificates:
1. Any circumstance specified in paragraph 2 or 3 of Article 79 of the Regulations Governing Securities Investment Trust Funds.
2. Change to an open-ended investment fund upon the resolution of the meeting of the beneficiaries, and reported to and approved by the Competent Authority, or in accordance with the terms of the securities investment trust contract.
3. The total issued value of the securities investment trust fund falls below 800 million New Taiwan Dollars due to opening of redemption.
4. Where for any other reason the TWSE deems it necessary to delist the beneficial certificates.
Where any of the following circumstances exists with respect to an exchange traded fund managed by any SITE, the TWSE may report to and obtain the approval of the Competent Authority to delist its beneficial certificates:
1. Any circumstance specified in paragraph 2 or 3 of Article 79 of the Regulations Governing Securities Investment trust Funds.
2. Any circumstance stipulated in the securities investment trust contract of the listed beneficial certificate as grounds for termination of the contract, where the securities investment trust enterprise has applied to the TWSE for delisting.
3. Where for any other reason the TWSE deems it necessary to delist the beneficial certificates.
Where any of the following circumstances exists with respect to an offshore exchange-traded fund offered and sold by an offshore fund institution, the TWSE may report to and obtain the approval of the Competent Authority to delist its beneficial certificates:
1. The competent authority of the place of registration or Taiwan's Competent Authority has cancelled the approval for the offshore exchange-traded fund.
2. Taiwan's Competent Authority has granted approval for termination of the offering and sale of the fund within Taiwan.
3. The offshore exchange-traded fund is delisted from the exchange on which it was first listed.
4. The net asset value of the fund falls below the amount at which the contract is required to be terminated or at which the fund ceases to exist pursuant to the fund's trust contract, the articles of association, or the prospectus.
5. There occurs any other cause of termination of the fund as specified in the fund's trust contract, the articles of association, or the prospectus, and the offshore fund institution, through the master agent, has applied to the TWSE for delisting of its beneficial certificates.
6. Any other circumstance in which the TWSE deems delisting necessary for purposes of protecting the public interest or the rights and interests of investors.
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Article 52
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Unless there are provisions to the contrary, 40 days prior to the delisting of securities as approved by the Competent Authority, the TWSE shall publicly announce such facts and inform the over-the-counter trading exchanges and such company that the securities may by applied for as managed stocks.
The TWSE shall announce the delisting of securities in accordance with Article 50-2, Article 50-6, Article 50-7, Article 51, paragraph 1, or Article 51-1 of these Rules five days prior to such event.
After a listed company or SITE is notified by the TWSE of delisting of its securities, it shall within two days from the date on which it receives such notification make a public announcement and send two copies of the newspaper in which the announcement was made to the TWSE for recordation, provided that it may be exempted from the aforesaid requirement concerning public announcement date, where for reason of maturity of the bond issue period or other exceptional circumstance, and subject to approval of the Competent Authority.
The preceding paragraph shall apply mutatis mutandis when a trustee institution is notified by the TWSE of the delisting of its beneficial securities; when a special purpose company is notified by the TWSE of the delisting of its asset-backed securities; when a real estate securitization trustee institution is notified by the TWSE of the delisting of its REIT or REAT beneficial securities; when the master agent of an offshore fund institution is notified by the TWSE of the delisting of its offshore exchange-traded fund beneficial certificates; when a foreign issuer and its depository institution are notified by the TWSE of the delisting of their Taiwan Depositary Receipts; when a secondary-listed company is notified by the TWSE of the delisting of its shares; and when an issuer is notified by the TWSE of the delisting of its call (put) warrants.
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