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Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2008.09.25) |
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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 documentation evidencing approval of 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 issued by the foreign issuer in accordance with the laws of its home country have been listed on one of the stock exchanges or securities markets approved by the Competent Authority before the listing of the Taiwan depositary receipts under the listing application.
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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This Corporation may issue documentation evidencing its approval for the listing application for stock issued by a foreign issuer whose stocks are already listed on a foreign securities exchange or securities market ("a secondary listing") if that foreign issuer meets the requirements listed below:
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 on one of the stock exchanges or securities markets approved by the Competent Authority before the listing of the stocks under the listing application.
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 27-1
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This Corporation may issue documentation evidencing approval of listing of the stock or Taiwan depositary receipts of a foreign issuer that applies for a secondary stock listing or that sponsors issuance of Taiwan Depositary Receipts by a depositary institution if the Industrial Development Bureau of the Ministry of Economic Affairs or a professional institution engaged by this Corporation issues an unequivocal opinion it is a technology enterprise, has successfully developed marketable goods or technology, and meets each of the following criteria:
1. Number of shares to be listed: 20 million shares or more, or shares with a market price of NT$300 million or more.
2. The securities underwriter has provided a written recommendation.
3. The registered shares issued by the foreign issuer in accordance with the laws of its home country have been listed on one of the stock exchanges or securities markets approved by the Competent Authority before the listing of the stocks or Taiwan depositary receipts under the listing application.
4. 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$500 million or more.
5. Profitability: There are neither accumulated deficits in the most recent accounting year nor the period of the most recent financial report audited and certified by a Certified Public Accountant as of the time of application for listing.
6. 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 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.
7. 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 exchanges or securities markets. Local holders of the stock shall not be restricted from selling the stock on foreign stock exchanges or securities markets.
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