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Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2007.09.21) |
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Article 21
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Stock warrant certificates and certificates of entitlement to new shares issued by a listed company may be listed on the exchange of this Corporation only after a listing application with this Corporation is submitted within 15 days after the filing for effective registration of a capital increase with the Competent Authority; its certificates of payment for shares may be listed on the exchange of this Corporation only after a listing application for such certificates is submitted to this Corporation within 15 days after the filing for effective registration of the capital increase with the Competent Authority and the share subscription proceeds are collected in full.
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Article 25
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This Corporation shall publicly announce the listing of government bonds issued by foreign governments and bonds issued by international organizations, upon being notified by the Competent Authority.
Foreign issuers applying for the listing of bonds issued by them shall be limited to those foreign companies whose stock is already listed on the exchange of this Corporation, or which sponsor the issuance and listing of Taiwan depositary receipts, or which meet the listing criteria set forth in subparagraphs 2 through 6 of Paragraph 1 of Article 26 or subparagraphs 2 through 6 of Paragraph 1 of Article 27 hereof.
Where foreign issuers apply for the listing of bonds and the underlying pricing of which is computed in foreign currency, this Corporation may issue certificates approving the listing thereof if they meet the criteria for the listing set forth in Paragraph 2 hereof.
Where it has obtained a certificate from this Corporation approving its application for listing bonds under the preceding paragraph, this Corporation will, after a filing for effective registration of the issuance of such bonds has been made with the Competent Authority and the issuance is completed, submit the Agreement for Listing Foreign Bonds to the Competent Authority for approval, and will publicly announce the listing thereof after obtaining an approval from the Competent Authority.
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Article 26
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Where a foreign issuer and its depositary institution applying for listing Taiwan depositary receipts meet the following requirements, this Corporation may issue a certificate approving the listing thereof:
1. Number of units of Taiwan depositary receipts to be listed: 20 million units or more, or market value of not less than NT$300 million.
2. The registered shares, or securities representing its shares, issued by the foreign issuer in accordance with the laws of its home country have been listed for a full six months on one of the stock exchanges or securities markets approved by the Competent Authority.
3. Shareholders' equity: At the time of application for listing, the shareholders' equity stated on the financial report audited and certified by a Certified Public Accountant for the most recent period shall not be less than the equivalent of NT$1 billion.
4. Profitability: The income before tax for each of the most recent two (2) fiscal years is in positive figure, and it does not have accumulated deficit and meets one of the following criteria:
(1) The income before tax for each of the most recent two years represents not less than 6 percent of the shareholders' equity as shown in its final accounts, or the average income before tax for the most recent one year is 6 percent or greater; or
(2) The ratio of income before tax to shareholder's equity in the final accounting for each of the past two (2) fiscal years is 3 percent or higher, or the average is 3 percent or higher, and the profitability in the most recent fiscal year is better year-on-year than in the preceding year.
(3) The income before tax for each of the most recent two years shall be NT$400 million or more.
5. Dispersion of shareholdings: At the time of proposed listing, the number of holders of Taiwan depositary receipts in the Republic of China shall not be less than 1,000 persons, and the total number of units held by those holders of Taiwan depositary receipts who hold 1,000 units to 50,000 units represents not less than 20 percent of the total units issued, or shall be 10 million units or more. In addition, the total number of holders of registered shares represented by the said Taiwan depositary receipts shall be (2,000 persons or more, and the ratio of shareholding by the general public other than the insiders of the company shall not be less than 25 percent of its total issued shares.
6. There shall be no restriction on transfer of stock represented by Taiwan depositary receipts.
7. The rights and obligations of the holders of stock represented by Taiwan depositary receipts shall be identical with those of other stock of the same class issued at the same time.
The financial information referred to in Subparagraphs 3 and 4 of the preceding paragraph will be examined [by this Corporation] based on the consolidated report or the consolidated financial statement prepared by the said foreign issuer in accordance with the laws and regulations of its home country and the audit opinion issued by a certified public accountant in the Republic of China stating the differences between the accounting principles applicable in the Republic of China and the accounting principles applicable in the home country of the said foreign issuer and the impact of such differences on such financial reports.
Where it has obtained a certificate from this Corporation approving its application for listing Taiwan depositary receipts, this Corporation will, after a filing for effective registration for the issuance of such Taiwan depositary receipts has been made with the Competent Authority, submit the Agreement for Listing Taiwan Depositary Receipts to the Competent Authority for approval, and will publicly announce the listing thereof after obtaining an approval from the Competent Authority.
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Article 27
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Where a foreign issuer applying for listing of its stock meets the criteria listed below, this Corporation may issue a certificate approving the listing thereof:
1. Number of shares to be listed: 20 million shares or more, or the market price of the shares to be listed is NT$300 million or more.
2. The registered shares issued by the foreign issuer in accordance with the laws of its home country have been listed for a full six months on one of the stock exchanges or securities markets approved by the Competent Authority.
3. Shareholders' equity: At the time of application for listing, the shareholders' equity stated on the financial report audited and certified by a Certified Public Accountant for the most recent period shall be the equivalent of NT$1 billion or more.
4. Profitability: The income before tax for each of the most recent two (2) fiscal years is in positive figure, and it does not have accumulative loss and meets one of the following criteria:
(1) The income before tax for each of the most recent two years represents not less than 6 percent of the shareholders' equity as shown in its final accounts, or the average income before tax for the most recent two years is 6 percent or greater and the profitability for the most recent year is greater than that for the immediately preceding year; or
(2) The ratio of income before tax to shareholder's equity in the final accounting for each of the past two (2) fiscal years is 3 percent or higher, or the average is 3 percent or higher, and the profitability in the most recent fiscal year is better year-on-year than in the preceding year.
(3) The income before tax for the most recent two years shall be NT$400 million or more.
5. Dispersion of shareholdings: At the time of the proposed listing, the number of registered shareholders in the Republic of China shall not be less than 1,000 persons, and the total number of shares held by the shareholders who hold one 1,000 shares to 50,000 shares shall represent 20 percent or more of the total number of issued shares, or shall be 10 million shares or more. In addition, the total number of registered shareholders shall be 2,000 persons or more, and the ratio of shareholding by the general public other than the insiders of the company shall not be less than 25 percent of its total issued shares.
6. The stock to be listed shall be the same class of stock listed on other stock exchanges or securities markets. The rights and obligations of the holders of stock shall be identical with those of the same class of stock listed on other stock exchange or securities markets. Local holders of the stock shall not be restricted from selling the stock on foreign stock exchanges or securities markets.
The provisions of Paragraph 2 of Article 26 shall apply mutatis mutandis to the financial reports referred to in Subparagraphs 3 and 4 of the immediately preceding paragraph.
Where it has obtained a certificate from this Corporation approving the application of the foreign issuer for the listing of its stock, this Corporation will, after a filing for effective registration of the issuance of such stock made with the Competent Authority, submit the Agreement for Listing Foreign Stock to the Competent Authority for approval, and will publicly announce the listing thereof after obtaining an approval from the Competent Authority.
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Article 28
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Where a foreign issuer and its agent or depositary institution apply for the listing of stock or Taiwan depositary receipts issued as a result of capital increase by cash and having rights and obligations identical with those of the stock or depositary receipts already listed; or for listing of Taiwan depositary receipts in the issuance of which the foreign issuer has participated through its previously issued shares, this Corporation may, after having inspected the supporting documents, issue documents evidencing approval of the listing and, after filing for effective registration with the Competent Authority, publicly announce the listing.
Where a foreign issuer and its agent or depositary institution file for the listing of additional stock or Taiwan depositary receipts due to the allocation to existing shareholders of preemptive subscription rights or bonus shares resulting from a cash capital increase with a new share issue, and the rights and obligations of the holders of stock or Taiwan depositary receipts to be newly issued are identical with those of the stock or depositary receipts already listed, this Corporation will, after having verified that the supporting documents attached to the application are complete, publicly announce the listing thereof.
Where a foreign issuer and its depositary institution apply for the reissuance and listing within the amount of original issuance of those Taiwan depositary receipts which are reported on a monthly basis to have been previously redeemed and which carry the same rights and obligations as those of the Taiwan depositary receipts already listed, this Corporation shall, after receiving the said application, publicly announce the listing thereof.
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