||Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2009.12.25)
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, convertible corporate bonds, and detached company warrants 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.
Stock warrant certificates and certificates of entitlement to new shares issued by a listed company may be listed on the exchange of the TWSE only after a listing application with the TWSE is submitted within 15 days after the filing for effective registration of a capital increase with the Competent Authority; its certificates of payment for shares may be listed on the exchange of the TWSE only after a listing application for such certificates is submitted to the TWSE within 15 days after the filing for effective registration of the capital increase with the Competent Authority and the share subscription proceeds are collected in full.
In the case where a listed company issues securities with detachable warrants, it shall, upon effective registration with the Competent Authority, apply to the TWSE for listing of the detached company warrants, and such warrants will be allowed for listing and trading on the TWSE market only when the total number of warrants specified in the application for listing and trading is five million units or more and they are offered for sale to the public, and upon satisfaction of either of the following shareholding dispersion standards. Nevertheless, in the case of preferred shares with detachable warrants that fail to meet the listing conditions for preferred shares as specified Article 14, paragraph 2 or otherwise fall under the circumstance specified in the proviso of the same paragraph of the same article , the detached company warrants will not be allowed for listing:
1. If the total number of stock subscription options is less than 20 million units, the number of holders of the warrants shall be 50 persons or more.
2. If the total number of stock subscription options is 20 million units or more, the number of holders of the warrants shall be 100 persons or more.