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Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2009.05.20) |
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Article 4
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Where an issuing company applying for the listing of its stock meets the criteria listed below, the TWSE will agree to list its stock:
1. Duration of corporate existence: It shall have been incorporated and registered under the Company Act for at least three years at the time of the application for listing; provided, this restriction shall not apply to public (state-owned) enterprises or to privatized public enterprises.
2. Amount of capital stock: The amount of its paid-in capital shall be NT$600 million or more at the time when it applies for listing.
3. Profitability: The operating income and income before tax in its separate financial statements, or in its consolidated financial statements prepared in accordance with the Statement of Financial Accounting Standards No. 7, meet either of the following criteria, and it does not have any accumulated deficit in the final accounting for the most recent fiscal year. However, if it has prepared a consolidated financial statement, the following criteria are not applicable to the operating income stated in its separate financial statements:
(1) Each of the operating income and income before tax for the most recent two fiscal years represents 6 percent or greater of the share capital stated on the financial report for the annual final accounts, or the average operating income and income before tax for the most recent two (2) fiscal years represent 6 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; or
(2) Each of the operating income and income before tax for the most recent five (5) years represents 3 percent or greater of the share capital stated on the financial report for the annual final accounts.
4. Dispersion of shareholdings: The number of registered shareholders shall be 1,000 or more. Excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, the number of registered shareholders shall be at least 500, and the total number of shares they hold shall be 20 percent or greater of the total issued shares, or at least 10 million.
For the profitability in the consolidated financial statements referred to in subparagraph 3 of the preceding paragraph, the influence of net profit (loss) of minority interest on it shall not be taken into account.
A state-owned enterprise applying for listing of its stock shall have its financial report for the most recent fiscal year audited and attested by a certified public accountant, and shall prepare it in the form of a two-year comparative report. For other fiscal years if the stock was not yet publicly issued, the audit report issued by the auditing agency may be used instead.
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Article 5
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Where the central authority in charge of the enterprise concerned has issued an unequivocal opinion certifying that the issuing company applying for the listing of its stock is a technology-based enterprise and the said issuing company meets the criteria listed below, the TWSE will agree to list its stock:
1. Its paid-in capital is NT$300 million or more at the time when it applies for listing.
2. It has successfully developed a product or a technology with market potential, and the company has obtained an appraisal opinion from the central authority in charge of the enterprise concerned.
3. It is recommended in writing by the securities underwriter.
4. Its net worth in both its most recent financial report and in its financial report for the most recent fiscal year represents two-thirds or greater of the share capital stated on the financial report.
5. The number of registered shareholders shall be 1,000 or more. Excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, the number of registered shareholders shall be at least 500.
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Article 8
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Where an issuing company merely applies with the TWSE for listing its common stock or any type(s) of preferred stock, the amount of paid-in capital required under Articles 4, 5 and 6 hereof shall be calculated on the basis of the total par value of all shares to be listed. In respect of the dispersion of shareholdings, the number of registered shareholders and the ratio between the number of shares held by them and the total number of issued shares shall be computed and determined in accordance with the respective types of the stock to be listed.
Where an issuing company applies for listing its common stock along with any type(s) of preferred stock, the total amount of the par value of the common stock to be listed shall be NT$600 million or more, and that of any type of preferred stock to be listed shall be NT$300 million or more. Each type of the stock to be listed shall meet the criteria governing the dispersion of shareholding.
With respect to the criteria governing the dispersion of shareholding for the listing of any type(s) of preferred stock under the preceding two paragraphs, the requirement of 500 or more registered shareholders shall be met, and the combined total number of shares held by all the registered shareholders, excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, shall account for 20% or more of the total issued shares of each type of preferred stock or be at least 10 million shares.
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Article 14
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Where a listed company issues new shares that are of the same type of stocks as those which has already been listed and applies for listing the new shares, such new shares may be listed in accordance with the provisions of Paragraph 2 of Article 139 of the Securities and Exchange Act, and any certificates carrying right to convert bonds into stock issued by the said listed company may also be listed on the exchange of the TWSE in accordance with the said provisions of the Securities and Exchange Act.
Where a listed company issues new shares that are not of the same type of stocks as those which have already been listed and applies for listing of the new shares, the TWSE may agree to list the new shares only if the total par value of the shares under application for listing is NT$300 million or more and the company offers the shares for sale to the public before listing in accordance with Paragraph 1 of Article 11, and complies with the shareholding dispersion standards in Article 8, Paragraph 3 of these Rules. Provided, the TWSE may disagree to the listing in any of the following events:
1. Its income before tax for the most recent two years is in a negative figure.
2. At the time of approving the issuance of new shares, the Competent Authority deemed it inappropriate to offer the new shares to the public at market price, and the causes therefor have not been extinguished.
3. The most recent application for public offering and issuance of securities was returned or disapproved by the Competent Authority, and the causes therefor were material and have not been improved.
4. The securities previously issued by the company were restricted from listing for causes under Paragraph 1 of Article 156 of the Securities and Exchange Act, and such causes have not be extinguished, or any event under Paragraph 1 of Article 156 of the Securities and Exchange Act has occurred.
5. There exists other events that are deemed by the TWSE as inappropriate for listing.
A listed company applying for listing of shares issued by it that are not of the same type of stock as those already listed and that are redeemable for cash upon maturity shall comply with the provisions of the preceding paragraph; however, the shareholding dispersion standards in Article 8, Paragraph 3 of these Rules shall not apply.
A listed company shall promptly report to the TWSE, by submitting a Listed Securities Report Form, any common shares created through the exercise of conversion rights or subscription rights under any preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, and convertible corporate bonds offered and issued by it, and may be exempted from the requirement of public offering under Article 11. Provided, if such offered and issued preferred shares are prohibited from listing under the proviso to paragraph 2 of this Article, common shares created through the exercise of conversion rights or subscription rights thereunder shall also be prohibited from listing.
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