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Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2009.09.14) |
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Article 2-1
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Unless it is a state-owned enterprise, any issuer applying for listing of domestic securities shall first have applied for registration of its stock as emerging stock and have had it traded over the counter for not less than six months, and have completed relevant procedures for dematerialized registration of the issued securities, before the TWSE will accept its listing application for processing.
The TWSE will accept for processing an initial application by a foreign issuer for a first-time listing of stock issued by the foreign issuer that is not listed on any foreign securities exchange or securities market ("a primary listing") only after that foreign issuer has first been under advisement regarding listing by the lead securities underwriter, or has applied for registration of its stock as emerging stock and had it traded over the counter, for not less than six months, and the foreign issuer also undertakes that the shares for which it is applying for listing shall be delivered by the book-entry method.
The issuance of stocks delivered by the book-entry method under the preceding paragraph may be done in dematerialized form.
A foreign issuer whose stock or depositary receipts already are or have been listed on any major foreign securities exchange or securities market and that is applying for a primary listing of its issued stock may be exempted from the requirement in paragraph 2 that the foreign issuer shall first undergo listing advisement by the lead securities underwriter or apply for registration of its stock as emerging stock and have it traded over the counter for not less than six months; provided that this paragraph shall not apply if the foreign issuer has been delisted from a major foreign securities exchange or securities market for over 6 months.
A foreign issuer that has passed the review of stock or depositary receipt listing at any major foreign securities exchange or securities market and that, within the period of validity following the passing of such review, applies for a primary listing of its issued stock may apply on a case-by-case basis to the TAIFEX to reduce the time period specified in paragraph 2 for which the foreign issuer must first undergo listing advisement by the lead securities underwriter or apply for registration of its stock as emerging stock and have it traded over the counter, provided that the time period may be not less than 2 months, and the lead securities underwriter or the lead recommending securities firm may not be changed within such period.
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Article 25
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The TWSE 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.
Where foreign issuers apply for the listing of bonds and the underlying pricing of which is computed in New Taiwan Dollars or foreign currency, the TWSE may issue documentation evidencing approval of the listing thereof if they meet the criteria as set out by the Competent Authority.
Where it has obtained a certificate from the TWSE approving its application for listing bonds under the preceding paragraph, the TWSE 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 27-1
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The TWSE 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 the TWSE 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 or units of Taiwan depositary receipts to be listed: 20 million shares or more, or shares with a market price of NT$300 million or more; or 20 million units or more, or units 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$300 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 or holders of the Taiwan depositary receipts in the Republic of China is not less than 1,000 persons, and the total number of shares held by the shareholders or holders of the Taiwan depositary receipts other than insiders of the foreign issuer and juristic persons of which such insiders own over 50% of the shareholding is 20 percent or more of the total number of issued shares or is 10 million shares or more.
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 or units 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 total number of issued units issued units, or shall be 10 million shares or 10 million units 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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Article 28-5
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If a foreign issuer that applies for a primary stock listing is part of a consortium and complies with the provisions of this chapter, but does not meet all of the conditions below such that the TWSE deems the listing inappropriate, the TWSE shall not approve its stock listing:
1. There is no mutual competition between the primary businesses or primary products of the applicant company and the companies in the same consortium, and the products that the applicant company sells to those same-consortium companies shall have independent sales development potential. Any determination of "mutual competition" shall be based on an overall assessment of general factors such as enterprise type, product substitutability, and target customers.
2. If the applicant company and a company in the same consortium have a business relationship, they shall each adopt concrete, written systems of operational guidelines for their mutual finances and business, and after having those guidelines approved by the board of directors, shall declare or undertake in writing that there are no non-arms-length transactions. If they do not have a business relationship, the applicant company shall undertake in writing that in the event of any subsequent business relationship, there will be no non-arms-length transactions.
3. There shall be no material irregularities in its financial or business status or in its above-cited operational guidelines in comparison with other companies in the same industry.
4. The amount of its purchases and operating revenue from companies in the consortium in the fiscal year in which it applies for listing, and in the most recent two fiscal years, does not exceed 50 percent, provided that this restriction shall not apply to the amount of purchases and operating revenues from the parent company or a subsidiary.
Subparagraph 4 of the preceding paragraph need not be applied if circumstances under that subparagraph are due to special industry characteristics, conditions of supply and demand in the market, or another legitimate reason.
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Article 28-10
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A foreign issuer applying for a primary stock listing shall first allocate at least 10 percent of the total number of shares that are to be listed to a cash capital increase through a new share issue and engage a securities underwriter to conduct a pre-listing public sale of those shares under mutatis mutandis application of the provisions of the Securities and Exchange Act, Article 71, paragraph 1 regarding securities underwriting on a firm commitment basis, provided that where this would require the allocation of 20 million shares or more for underwriting, the company may allocate a minimum of 20 million shares for public sale.
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