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Article 10
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An application for initial listing of stock filed by an issuing company shall not be approved unless and until shares representing all of the number of shares held by each of the following persons of the issuing company specified in the application for listing (with the total number of such shares being not less than the ratio specified in Paragraph 2 of this Article), less those offered for public sale, have been placed in central custody with a central securities depository enterprise incorporated with the approval of the Competent Authority; provided however, that if the number of shares represented by shares placed in central custody pursuant to the above is less than the ratio specifies in Paragraph 2 of this Article, the shortage shall be made up by other shareholders:
1. Where the application for listing is filed in accordance with the provisions of Article 4 or Article 6 of these Rules, its directors, supervisors and the shareholders holding 10 percent or greater of the total number of issued shares of the issuing company.
2. Where the application for listing is filed in accordance with the provisions of Article 5 of these Rules or where the applicant is an information software enterprise, its directors, supervisors, shareholders holding 5 percent or greater of the total number of issued shares, and/or shareholders whose equity investment is made in the form of patent rights or technical know-how, and who are working for the issuing company and hold 0.5 percent or greater of the total number of shares or 100,000 or more shares as of the date on which the application for listing is filed. However, this restriction shall not apply where shareholding of a recommending securities firm during the period of registration as emerging stock exceeds 5 percent of the total issued shares of said issuing company as a result of subscription or trading of operating securities during the emerging stock trading period.
The total number of shares with respect to the shares to be placed in central custody by the issuing company under the preceding paragraph refers to the aggregate sum of common shares that have already been publicly offered and issued, as stated on the listing application documents,; the total ratio of shares to be placed in central custody by the issuing company shall be calculated as set forth below:
1. Where the total number of shares is 30 million or less, shares representing 25 percent thereof shall be placed in central custody.
2. Where the total number of shares is more than 30 million but 100 million or less, shares representing 20 percent of the portion of shares in excess of 30 million shares shall be placed in central custody in addition to those required under the preceding item.
3. Where the total number of shares is more than 100 million but 200 million or less, shares representing 10 percent of the portion of shares in excess of 100 million shall be placed in central custody in addition to those required under the preceding item.
4. Where the total number of shares is more than 200 million, shares representing 5 percent of the portion of shares in excess of 200 million shall be placed in central custody in addition to those required under the preceding item.
The remaining shares after deducting those required for the public offering, as referred to in paragraph 1, include the following:
1. From the date of application for initial listing to the listing date, all new shares obtained through capital increase for which amendment registration has been completed with the Ministry of Economic Affairs, as well as any shares that have come to be held for any other reason; for any shares that have not yet been obtained by the listing date, an undertaking shall be made to place the shares in central custody after obtaining them.
2. From among the old shares provided by directors and supervisors of the issuer for an overallotment (greenshoe) option for the securities underwriter, any shares that were not actually sold in exercise of the overallotment option and that have been returned by the securities underwriter.
One half of the shares placed in central custody by directors, supervisors and shareholders pursuant to the provisions of Paragraph 1 of this Article may be withdrawn only after the lapse of a six-month period starting from the listing date thereof; the remaining shares may be withdrawn in full only after the lapse of a one-year period starting from the listing date thereof.
For an issuing company that applies for listing under the provisions of Article 4, where the total number of its shares required to be placed in central custody is assessed to exceed 50 percent of the issued shares of the issuing company, and the issuing company has paid-in capital of at least NT$30 billion, if the portion of the number of shares required to be placed in central custody exceeding the above-stated 50 percent of issued shares has been pledged to a financial institution by the director, supervisor, or shareholder of the issuing company who holds the shares for purposes of guaranteeing financing for the company or for him/herself, evidentiary documents furnished by the financial institution may be substituted for shares required to be placed in central custody; provided, if the pledge is released during the custody period, the director, supervisor, or major shareholder shall deposit the same amount of shares into central custody; or, if the subject of the pledge is disposed by the financial
institution, the issuing company shall contact other directors, supervisors, or major shareholders to deposit the same amount of shares into central custody.
Directors, supervisors, and shareholders shall not rescind the custodial agreement during the term thereof. Shares and certificates in central custody shall not be transferred or pledged. The validity of central custody shall not be affected by a change of the identity of the holders of shares in central custody
The provisions of Paragraph 1 of this Article shall not apply to directors, supervisors and shareholders of government authorities, government-owned enterprises, or which have obtained an approval from the authority in charge of the enterprise concerned for the sale of the shares held by them and have been determined to be inappropriate to place such shares in central custody.
The total ratio of shares to be placed in central custody as specified in Paragraph 2 of this Article shall not apply to government-owned enterprises.
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Article 10-2
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Where a company is applying for listing and its stock is already listed and traded on the GreTai Securities Market in accordance with Article 3 of the GreTai Securities Market Rules Governing Review of Securities Traded on Over-the-Counter Markets, central custody of shares shall be made as set forth below, except that the provision of paragraph 2 of Article 10 in relation to the total ratio of shares does not apply:
(1) If the company makes the listing application before the end of the central custody period provided in Article 3 of the Provisions Relating to Article 3, Paragraph 1, Subparagraph 4 of the GreTai Securities Market Rules Governing Review of Securities Traded on Over-the-Counter Markets, personnel of the company that fall within the scope of Article 10 or Article 10-1 hereof at the time of the listing application shall place their shares in central custody in accordance with the provisions of those articles, except that those personnel who have placed their shares in central custody at the time when the company applied for OTC listing shall keep their shares in central custody until the end of the original central custody period required for the OTC listing.
(2) If the company makes the listing application after the end of the central custody period provided in Article 3 of the Provisions Relating to Article 3, Paragraph 1, Subparagraph 4 of the GreTai Securities Market Rules Governing Review of Securities Traded on Over-the-Counter Markets; unless this Corporation deems necessary, personnel that meet the requirements of Article 10 or Article 10-1 of these Rules at the time of its application for listing may be exempt from the requirement to place their shares in centralized custody.
If the applicant company under the preceding paragraph is an investment holding company or a financial holding company, it shall comply with this Corporation's Rules for the Review of Stock Listing Applications by Investment Holding Companies or Rules for the Review of Stock Listing Applications by Financial Holding Companies, and, in addition, the provisions of the preceding paragraph shall apply mutatis mutandis with respect to the central custody of its stock.
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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 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, or due to requests for conversion or subscription of already-issued convertible corporate bonds, corporate bonds with warrants, or any other type of securities that can be converted to equity, 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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