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Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2009.01.17) |
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Article 28-1
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The TWSE may issue documentation evidencing listing approval of the application by a foreign issuer for a primary stock listing if that issuer meets all of the requirements listed below:
1. It complies with regulations in connection with the Act Governing Relations Between Peoples of the Taiwan Area and the Mainland Area.
2. At the time it applies for listing, the applicant company or any of its controlled companies shall have an operational track record of three years or longer.
3. The company scale meets one of the following criteria:
(1) At the time of application for listing, paid-in capital or shareholders' equity is NT$600 million or higher.
(2) At the time of listing, market capitalization is NT$1.6 billion or higher.
4. Its cumulative income before tax for the most recent three fiscal years is NT$250 million or higher, and its income before tax for the most recent fiscal year is NT$120 million or higher, and it does not have any accumulated deficit.
5. Its number of shareholders of record is 1,000 or more, and the number of shareholders other than insiders of the foreign issuer and juristic persons of which such insiders own over 50% of the shareholding is no less than 500 and their total shareholdings constitute 20 percent or more of the total issued shares or not less than 10 million shares.
6. It is recommended, in writing, by two or more securities underwriters.
Where a foreign issuer applies for a primary listing of stock, if the foreign issuer or a company controlled by it that accounts for 50% of its overall operating revenue obtains an unequivocal opinion issued by the Industrial Development Bureau, Ministry of Economic Affairs, or a TWSE-designated professional institution, indicating that the company is a technology enterprise and has successfully developed products or technology and those products or technology are moreover marketable, if the foreign issuer meets the requirements of the following subparagraphs, the TWSE may issue evidentiary documentation indicating its approval of the listing:
1. It complies with the relevant provisions of the Act Governing Relations Between Peoples of the Taiwan Area and the Mainland Area.
2. At the time of the listing application, the applying company or the controlled company that is a technology enterprise shall have a business record of one full fiscal year or more.
3. At the time of the listing application, the paid-in capital or shareholders' equity reaches NT$300 million or more, or the market capitalization reaches NT$800 million or more.
4. At the time of the listing application, the net worth on the most current financial report audited and attested by a certified public accountant is not lower than two-thirds of the capital stock, with proof that the company has operating capital sufficient for 12 months of operation following the listing.
5. Its number of shareholders of record is 500 or more, and the total shareholdings of the shareholders of record other than insiders of the foreign issuer and juristic persons of which such insiders own over 50% of the shareholding constitute 20 percent or more of the total issued shares or not less than 5 million shares.
6. It is recommended by two or more securities underwriters.
"Controlled company" in the preceding paragraph means any of the following circumstances:
1. Any controlled company in which the foreign issuer directly holds more than 50 percent of the issued voting shares or has contributed more than 50 percent of the capital.
2. Any controlled company in which the foreign issuer, indirectly through a subsidiary company, holds more than 50 percent of the issued voting shares or has contributed more than 50 percent of the capital.
3. Any controlled company in which the foreign issuer directly, or indirectly through a subsidiary, holds more than 50 percent of the issued voting shares or has contributed more than 50 percent of the capital.
If a foreign issuer is a professional investor and its purpose is to directly, or indirectly through a subsidiary company, control the operations of a holding company or companies, 70 percent or more of that foreign issuer's operating income in its consolidated financial statement shall be derived from a controlled company or companies.
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Article 28-2
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The securities underwriter referred to in the preceding article shall be registered as a member of the Taiwan Securities Association and establish a place of business within the Republic of China.
A lead securities underwriter must undertake, in writing, that it has performed due diligence procedures, that the evaluation report, other documentation, and attachments it issues all are true, and that it has not concealed or omitted any material financial or operating information regarding the foreign issuer.
The foreign issuer and its directors shall assist the securities underwriter to conduct due diligence procedures, and provide any required information.
A foreign issuer shall continuously engage a lead securities underwriter from the date of listing to the end of the two subsequent fiscal years to assist it in compliance matters regarding Republic of China securities acts and regulations, the bylaws, rules, and public announcements of the TWSE, and the listing contract. However, if the foreign issuer applies for primary listing pursuant to paragraph 2 of the preceding article, the subsequent engagement period shall not be less than 3 fiscal years.
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Article 28-7
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A foreign issuer that applies for a primary stock listing shall in writing undertake as follows:
1. When the TWSE deems it necessary to audit the foreign issuer's financial operations or money flow, the foreign issuer is willing to fully cooperate with the investigations of the TWSE and any attorney, CPA, or professional institution designated by the TWSE, to provide any and all information required by the TWSE, and agrees to be responsible for payment of investigation expenses.
2. The foreign issuer will appoint a professional shareholder services agent in the Republic of China to handle shareholder services, will designate a litigious and non-litigious agent within the Republic of China to handle matters relating to compliance with ROC securities acts and regulations, the bylaws, rules, and public announcements of the TWSE, and the listing contract, and will continuously engage a lead securities underwriter from the date of listing to the end of the two subsequent fiscal years to assist it in complying with ROC securities acts and regulations, and the listing contract. However, if the foreign issuer applies for primary listing pursuant to Article 28-1, paragraph 2, the subsequent period in which the lead securities underwriter is continuously engaged for assistance may not be less than 3 fiscal years.
3. Shall add important matters concerning the protection of shareholders' equity in its company bylaws or organizational documents.
4. Par value per share for the shares under the listing application shall be NT$10, and shall be delivered by the book-entry method.
5. After listing, it will continue to comply with ROC securities acts and regulations, the listing contract, and the bylaws, rules, and public announcements of the TWSE.
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Article 28-9
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The TWSE will approve a foreign issuer's application for a primary stock listing only after the following persons place in centralized custody in a central securities depository established with the approval of the Competent Authority the stocks comprising their respective individual shareholdings in full as recorded in the listing application documentation and whose sum total is not lower than the percentage specified by the TWSE minus the number of shares provided for public sale upon listing, provided that if the number of shares submitted is insufficient to meet the required percentage, the foreign issuer shall coordinate other shareholders to make up the shortfall.
1. If the foreign issuer applies for primary listing pursuant to Article 28-1, paragraph 1, its directors, supervisors, and shareholders holding more than 10 percent of the total number of shares.
2. If the foreign issuer applies for primary listing pursuant to Article 28-1, paragraph 2, its directors, supervisors, shareholders holding more than 5 percent of the total number of shares, and shareholders providing patent rights or technical know-how as capital contribution and holding a position in the company and also holding 0.5% or more, or at least 100,000 shares, of the total issued shares of the company at the time of the listing application, provided that this requirement shall not apply to a recommending securities firm holds 5% or more of the issuer's total issued shares as a result of subscription or trading, during the emerging stock registration period, of securities held for operations.
The provisions of Article 10, paragraphs 2, 3, 4, and 6 shall apply mutatis mutandis to the allocation percentage, centralized custody period, withdrawal method, disposal of stocks in centralized custody, and the effect of custody.
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