||Taiwan Stock Exchange Corporation Criteria for Review of Securities Listings(2005.12.16)
An issuing company that privately places securities may not apply for initial listing of such privately placed securities during the period of restriction of transfer as set forth in Article 43-8 of the Securities and Exchange Act. If, once the period of restriction of transfer has elapsed, the company intends to apply for listed trading of the securities, it may file such application only after first completing public issuance examination and approval procedures with the Competent Authority.
Securities that are privately placed by a listed company and securities subsequently distributed, converted, or subscribed may not be listed during the period of restriction of transfer as set forth in Article 43-8 of the Securities and Exchange Act. Once the period of restriction of transfer has elapsed, the company may file a listing application only after first applying to this Corporation for a letter of approval and, on the basis of that letter, completing issuance examination and approval procedures with the Competent Authority. However, it may be exempted from the requirement of carrying out public offering prior to listing under Article 11.
When applying to this Corporation for a letter of approval under the preceding paragraph, a listed company shall meet the standards in each of the following subparagraphs:
1. The financial reports for the most recent period and the most recent accounting year show an absence of accumulated deficit and a positive net worth.
2. Each of the operating profit and before-tax net profit for the most recent two fiscal years represents 4 percent or greater of the amount of paid-in capital in its final accounts, or the average operating profit and before-tax net profit for the most recent two accounting years represent 4 percent or greater [of the amount of paid-in capital in its final accounts] and the profitability for the most recent fiscal year is greater than that for the immediately preceding fiscal year.
3. A certified public accountant has audited the financial reports for the most recent two accounting years and has signed and issued an audit report containing an unqualified opinion. If an audit report containing other than an unqualified opinion is issued, it does not affect the fairness of presentation of the financial reports.
4. None of the events set out in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, 8, or 12 is present.
5. The total amount of registered shares held by the directors and supervisors as a whole is higher than the share ownership ratio prescribed by the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.
6. The fund utilization plan has been completely executed for the funds obtained from the private placement of securities, and has yielded reasonable benefits; provided, this restriction shall not apply if there is legitimate reason.
7. Others consistent with the provisions of the Competent Authority.
Where the Competent Authority has restricted the listed trading of securities issued by a listed company, privately placed securities of the company may not be listed until such restriction has been lifted, even if the period of restriction of transfer has elapsed.