||Taiwan Stock Exchange Corporation Criteria for Review of Securities Listings(2002.07.24)
Where an issuing company applies for initial listing of its common stock or various preferred stock, it shall allocate in accordance with the stipulations of this Corporation certain percentage of shares and retain a securities underwriter to offer such shares to the public before the shares are listed. Except for the shares of a securities firm, it shall be specified in the underwriting agreement that a certain proportion of the shares to be offered to the public shall be reserved for subscription by the securities underwriter, and the said proportion shall be not less than 10% and not more than 25% of the total number of underwritten shares; provided that the above requirement shall not be applicable if the issuing company has issued new shares during the period between six (6) months before the day on which it applies for listing and the day on which its stocks are listed, and has allocated in accordance with the stipulations of these Criteria certain percentage of shares to be listed for public offering, and if the shareholdings have been dispersed in compliance with the criteria set forth in these Criteria.
An issuing company which applies for the listing of its stock pursuant to Article 5 of these Criteria shall retain a securities underwriter to sell its stock on a firm commitment basis, and shall specify in the underwriting agreement in accordance with Paragraph 2 of Article 71 of the Securities and Exchange Law that the securities underwriter shall reserve for its own account 50% of the shares to be offered to the public.
The provisions in the preceding two paragraphs regarding subscription by the securities underwriter shall not apply to state-owned applicant company.
Where a listed company issues new shares that are of the same type of stocks as those which has already been listed and applies for listing the new shares, such new shares may be listed in accordance with the provisions of Paragraph 2 of Article 139 of the Securities and Exchange Law, and any certificates carrying right to convert bonds into stock issued by the said listed company may also be listed on the exchange of this Corporation in accordance with the said provisions of the Securities and Exchange Law.
Where a listed company issues new shares that are not of the same type of stocks as those which have already been listed and applies for listing of the new shares, this Corporation may agree to list the new shares if the total par value of the shares under application for listing is NT$300,000,000 or more and the said company allocates in accordance with Paragraph 1 of Article 11 of these Criteria a certain percentage of the shares and retains a securities underwriter to offer the shares to the public before they are listed. The issuing company may specify in the underwriting agreement that the securities underwriter reserves for its own account a certain proportion of the shares (except for the shares of a securities firm) to be offered to the public. Such proportion shall be not more than 15% of the total underwritten shares, and the issuing company shall comply with the shareholding dispersion standards in Article 4, Paragraph 1, Subparagraph 4 of these Criteria. However, this Corporation may disagree to the listing in any of the following events:
1. Its before-tax net profit for the most recent two (2) years is in a negative figure.
2. At the time of approving the issuance of new shares, the Competent Authority deemed it inappropriate to offer the new shares to the public at market price, and the causes therefor have not been extinguished.
3. The most recent application for public offering and issuance of securities was returned or disapproved by the Competent Authority, and the causes therefor were material and have not been improved.
4. The securities previously issued by the company were restricted from listing for causes under Paragraph 1 of Article 156 of the Securities and Exchange Law, and such causes have not be extinguished, or any event under Paragraph 1 of Article 156 of the Securities and Exchange Law has occurred.
5. There exists other events that are deemed by this Corporation as inappropriate for listing.
A listed company applying for listing of shares issued by it that are not of the same type of stock as those already listed and that are redeemable for cash upon maturity shall comply with the provisions of the preceding paragraph; however, the shareholding dispersion standards in Article 4, Paragraph 1, Subparagraph 4 of these Criteria shall not apply.
Where a listed company converts its unlisted stock into the same type of stock that has been listed and applies for listing thereof, this Corporation may agree to its listing if the listed company has offered the stock to the public in accordance with Article 11 of these Criteria; provided that the converted stock shall not be listed if the stock to be converted may not be listed according to the provisory clause of Paragraph 3 of this Article.