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Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2010.06.24) |
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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 listing advisory guidance 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. Notwithstanding the foregoing, if there is any change of the lead securities underwriter during the period of listing advisory guidance, the period shall start to run again for a full six months, beginning with the date on which the new lead securities underwriter files for the listing advisory guidance.
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 advisory guidance 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 advisory guidance 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.
When a foreign issuer applies to list its issued shares or depositary receipts, the shares or depositary receipts specified in the listing application shall be issued in uncertificated (dematerialized) form and registered with the central securities depository. This requirement does not apply, however, if the laws or regulations of its country of registration contain a provision to the contrary.
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Article 23-1
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Where a trustee institution or special purpose company applies for the listing of beneficiary securities or asset-backed securities offered by it that have been approved for public issuance and meet all of the below-listed conditions, the TWSE may agree to the listing of such securities:
1. The total issue amount of the beneficiary securities or asset-backed securities under application for listing is NT$500 million or more.
2. The date of maturity of the securities is at least one year from the date of listing for trading.
3. The number of beneficiaries or holders is not less than five persons, and the total amount of any individual holdings of such beneficiary securities or asset-backed securities shall not exceed 20 percent of the total issue amount. Provided, this 20 percent holding restriction shall not apply where the holder is an independent institutional investor.
4. The limit on par value is NT$10,000.
The term “independent institutional investor” in the preceding paragraph means a juristic person or institution under Article 13, paragraph 1, subparagraph 1 of the Real Estate Securitization Act or a fund under Article 13, paragraph 1, subparagraph 2 of the same Act; and does not mean an originator as referred to in the Financial Asset Securitization Act, or an interested party thereof, or an affiliated enterprise as referred to in the Company Act, or a related party or substantially related party as defined in Statement of Financial Accounting Standards No. 6.
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Article 23-2
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Where approved real estate investment trust beneficiary securities offered and issued by a domestic closed-end real estate investment trust fund established by a trustee institution meet all the below-listed conditions, and the offering trustee institution applies for listing, the TWSE may agree to the listing thereof:
1. The total issue amount is NT$3 billion or more.
2. The duration of the contract must be one year or more from the date of listing for trading.
3. The number of beneficiaries holding a total amount of NT$1 million or less of the beneficial units shall not be less than 500, and the total amount of all beneficial units held by such beneficiaries shall not be less than NT$200 million.
4. The total price amount of the beneficial units held by any five beneficiaries shall not exceed 50 percent of the total issue amount of the beneficiary securities. Provided, this restriction shall not apply where the holder is an independent institutional investor.
5. Each beneficiary security shall represent 1,000 beneficial units, and have a par value limited to NT$10,000.
6. The owner of the real estate or rights owner of rights related to the real estate invested in by the fund, in accordance with Article 6, paragraph 1, subparagraph 5 of the Regulations Governing the Offering or Private Placement of Real Estate Investment Trust or Real Estate Asset Trust Beneficiary Securities by Trustee Institutions, shall place in full the beneficiary securities it holds from the assignment of the real estate or real estate related rights in central custody, and shall undertake that it shall neither release the beneficiary securities from custody, nor transfer or pledge the beneficiary securities or certificates under custody, before one year has elapsed from the time it comes to hold them, and only after one year has elapsed may it retrieve them in full.
Where approved real estate asset trust beneficiary securities offered and issued by a trustee institution meet all the below-listed conditions, and the offering trustee institution applies for listing, the TWSE may agree to the listing thereof:
1. The total issue amount of the real estate asset trust beneficiary securities under application for listing is NT$500 million or more.
2. The date of maturity is at least one year from the date of listing for trading.
3. The number of beneficiaries shall be no less than five, and furthermore the total amount of the first-payment-priority beneficiary securities held by any five beneficiaries shall not exceed 50 percent of the total issue amount of the beneficiary securities. Provided, this 50 percent holding restriction shall not apply where the holder is an independent institutional investor.
4. The par value shall be limited to NT$100,000.
5. Beneficiary securities under application for listing shall be rated by a credit rating institution.
The term “independent institutional investor” in this Article means a juristic person or institution under Article 13, paragraph 1, subparagraph 1 of the Real Estate Securitization Act or a fund under Article 13, paragraph 1, subparagraph 2 of the same Act; and does not mean a promoter of a real estate investment trust or a settler of a real estate asset trust, or an interested party thereof, or an affiliated enterprise as referred to in the Company Act, or a related party or substantially related party as defined in Statement of Financial Accounting Standards No. 6.
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