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Operating Rules of the Taiwan Stock Exchange Corporation(2018.09.10) |
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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 a closed-end securities investment trust fund ("closed-end fund"), an exchange-traded securities investment trust fund, or an exchange-traded futures trust fund (collectively, "exchange traded funds", "ETFs") duly issued by a securities investment trust enterprise ("SITE") or a futures trust enterprise (FTE), beneficial securities duly issued by a trustee institution, asset-backed securities duly issued by a special purposes company, real estate investment trust (REIT) beneficial securities or real estate asset trust (REAT) beneficial securities duly offered and issued by a securitization trustee institution, offshore ETF 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 a foreign issuer, Taiwan Depositary Receipts issued by a foreign issuer and its depositary institution, and call (put) warrants and exchange-traded notes (ETNs) issued by an issuer 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, SITE, FTE, trustee institution, special purpose company, securitization trustee institution, offshore fund institution, depositary receipt issuer, call (put) warrant issuer, or ETN 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 attested 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 or an FTE 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; when a securitization trustee institution applies for listing of any REIT and REAT beneficial securities that it offers and issues; and when an issuer applies for listing of any ETNs 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 ETF sold and offered by it.
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Article 43
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After the TWSE has approved the listing of securities by an Issuing Company, and the Agreement for Listing has been signed and taken effect, such company shall be a listed company. In addition to the payment of listing fees in accordance with the Agreement for Listing, upon receipt of 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. Further, 1 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 the issuance 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.
In a case of an Issuing Company applying for initial listing, after the Agreement for Listing takes effect, if the company fails to have its stock listed for trading within 3 months from the date of the written notice by the TWSE, its listing case shall be voided, and the matter shall be reported to the Competent Authority for recordation. However, with valid reasons, and upon the approval of the TWSE, the period may be extended for a single term of 3 additional months, which shall be reported to the Competent Authority for recordation. The suspension period referred to in paragraph 4 shall not be counted.
With respect to the Issuing Company as referred to in the preceding paragraph or a foreign issuer and its depositary institution, if prior to the commencement of listed trading of its stocks or Taiwan Depositary Receipts, specific evidence is discovered showing a likelihood of the existence, whether before or after its Agreement for Listing becomes effective, of a circumstance under any subparagraph of the TWSE Rules Governing the Review of Securities Listings that renders listing inappropriate, then the TWSE may proceed to provisionally postpone the listing and trading of its stocks or Taiwan Depositary Receipts, and conduct an audit and simultaneously report to the Competent Authority for recordation. If the Issuing Company or the foreign issuer and its depositary institution refuse to undergo audit by the TWSE or to supply the necessary information, or the investigation confirms the existence of any circumstance that renders listing inappropriate, the TWSE may void its Agreement for Listing or delist it, and report to the Competent Authority for recordation. If investigation confirms that no circumstance that renders listing inappropriate exists, the TWSE may notify the Issuing Company, or the foreign issuer and its depositary institution, to resume conducting matters relating to listing and trading, and report to the Competent Authority for recordation, provided that if any uncertainty remains concerning any matter that would render listing inappropriate, the TWSE may continue to postpone the listing and trading of its stock or Taiwan depositary receipts.
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 a SITE or an FTE for listing of beneficial certificates, application by an issurer for listing of ETNs, 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 ETFs, 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 has been signed and taken effect, that company is deemed a primary listed company, and unless otherwise provided, shall be subject mutatis mutandis to the provisions of this Chapter regarding a TWSE 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, and within 3 days after their decision of which, report to the TWSE and publicly disclose it. The same process shall apply in case of any changes thereto. However, if a listed company changes its shareholder services agent, it shall report to the TWSE and make a public disclosure within 3 days from the date it obtains the letter of recordation from the Taiwan Depository and Clearing Corporation.
The title transfer or the splitting of stocks handled by listed companies shall be completed within 3 days after the application therefor is received.
The professional shareholder services agent or shareholder services unit referred to in paragraph 1 shall 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 a SITE or an FTE 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 issuers processing the transfer of title to ETNs; 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 ETFs, 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 a SITE or an FTE 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 or Article 60, Article 63, or Article 78 of the Regulations Governing Futures 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 country of registration, 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. All shareholders of a TWSE primary listed company shall be notified by 30 days before the convening of a regular shareholders meeting. If a TWSE primary listed company, however, under the laws and regulations of the country of its registration, is unable to deliver the notice of the convening of the shareholders meeting by 30 days before the meeting, it shall deliver notice to all shareholders, at the latest, by 21 days before the regular shareholders meeting, and shall make a supplementary public disclosure by 10 days before the date of delivery of the shareholders meeting notice.
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.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when an issuer of ETNs sets a record date for book closure of the register of holders of ETNs or for distribution of income because of distribution of income.
When an offshore fund institution, for purposes of holding a beneficial owners meeting or shareholders meeting of an offshore ETF, 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.
When a listed company or a primary listed company has not issued a cash dividend within 3 months after the ex-dividend record date, the TWSE may impose a penalty of NT$100,000 and send the company a written notice to correct the situation within 1 month after its receipt of the notice. If the company again fails to issue the dividend within the deadline, the TWSE may impose a penalty of not less than NT$200,000 and not more than NT$1 million, and may impose a new deadline for correction according to the circumstances of the individual case. If the company still fails to comply, the TWSE may impose a penalty of not less than NT$200,000 and not more than NT$1 million for each successive failure to comply.
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Article 47-6
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An issuer of ETNs shall submit the following information according to the required schedule:
- When publishing information about rights and interests of holders of ETNS, an issuer shall enter the information to the online information reporting system at the website designated by the TWSE. If it fails to publish information required to be published or the information it has published is inadequate, the TWSE may send a written notice asking it to publish the information or provide supplementary or corrected information.
- Four copies of the prospectus the ETNs shall be submitted prior to beginning of trading at the TWSE market.
- Other information to be submitted as required by the competent authorities and the TWSE.
The TWSE may grant public access to the information submitted in accordance with the preceding paragraph in its original or in abstract copy.
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Article 48-1
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A secondary listed company shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information of Listed Companies prescribed by the TWSE.
Upon receiving approval from the Competent Authority to issue call (put) warrants, a call (put) warrant issuer shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Listed Warrants/Stocks prescribed by the TWSE.
A trustee institution or special purpose company shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Trustee Institutions and Special Purpose Companies prescribed by the TWSE.
A real estate securitization trustee institution shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Real Estate Securitization Trustee Institutions prescribed by the TWSE.
An issuer of ETNs shall make reporting in a timely manner in accordance with the Procedures for Verification and Disclosure of Material Information of Listed Exchange-Traded Notes, established by the TWSE.
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Article 50-8
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Upon expiry of the valid term of the listed ETNs, the TWSE may directly issue a public notice stating delisting of the ETNs.
In any of the following circumstances involving ETNs, the TWSE may terminate trading in the ETNs and report the termination to the competent authorities:
- A circumstance specified in Article 11, paragraph 1 of the Regulations Governing the Issuance of Exchange Traded Notes by Securities Firms, as a result of which the competent authorities have voided or revoked their effective registration.
- The institution calculating the underlying index has stopped its calculation, or terminated its index licensing contract.
- Total issue value is less than TWD 100 million and the number of issued units is less than 5 million.
- The issuer has delisted the ETNs or early redeemed the units held by investors in accordance with its issue plan.
- The issuer is in a circumstance described in Article 50-1, paragraph 1, subparagraphs 1 to 4, 9 to 11, and 17.
- The issuer was blacklisted by financial institution.
- The issuer is unable to redeem the ETNs upon maturity or those sold back by investors.
- Where the TWSE deems it necessary to delist and terminate trading of its ETNs for any other reasons.
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Article 52
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Unless otherwise provided, 40 days prior to the delisting of securities by the TWSE, the TWSE shall publicly announce the delisting and inform the Taipei Exchange and the listed company that the securities may be applied for as managed stocks. However, the TWSE may shorten the time period for public announcement for delisting of the securities of a TWSE secondary listed company in special circumstances.
The TWSE shall announce the delisting of securities in accordance with Article 50-2, Article 50-6, Article 50-7, Article 50-8 or Chapter IV-1, 5 days prior to such event.
After a listed company, SITE, or FTE is notified by the TWSE of the delisting of its securities, it shall make a public announcement of the matter within 2 days from the date on which it receives such notification, 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 an issuer of ETNs is notified by the TWSE of the delisting of its ETNs; when the master agent of an offshore fund institution is notified by the TWSE of the delisting of its offshore ETF 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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Article 52-1
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When the TWSE suspends the trading of listed securities, the listed company may not apply for the return of securities listing fee that it has already paid. When the TWSE delists securities, a pro rata share of the listing fee shall be returned based on the months that it has been listed (partial months counted as whole months).
The preceding paragraph shall apply mutatis mutandis when a trustee institution is notified by the TWSE of delisting of its beneficial securities; when a special purpose company is notified by the TWSE of delisting of its asset-backed securities; when a real estate securitization trustee institution is notified by the TWSE of delisting of its REIT or REAT beneficial securities; when a foreign issuer and its designated depositary institution are notified by the TWSE of delisting of their Taiwan Depositary Receipts; when a secondary listed company is notified by the TWSE of delisting of its shares; and when an issuer is notified by the TWSE of delisting of its call (put) warrants or ETNs.
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Article 55
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The trading of securities on the Exchange shall be conducted by automated computer trading. Where it is deemed necessary by the TWSE, other trading method may be employed.
The regulations governing the trading of bonds, beneficial certificates, depositary receipts, call (put) warrants, convertible bonds, certificates carrying rights to convert bonds into shares, corporate bonds, securities with warrants, foreign stocks, and ETNs shall be separately prescribed by the TWSE.
If beneficial securities or asset-backed securities issued under the Financial Asset Securitization Act, or REAT beneficial securities issued under the Real Estate Securitization Act, are debt-type securities, the method of trading of such securities listed on the TWSE's market shall be subject, mutatis mutandis, to the regulations governing trading of corporate bonds under the preceding paragraph.
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