| Title： |
Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2011.06.09) |
| Date： |
|
|
Article 9
|
Notwithstanding the fact that an issuing company applying for the listing of its stock meets the listing criteria set forth in these Rules, the TWSE may disagree to its listing if the issuing company has any of the events listed below, except for any of those in subparagraphs 8, 9, or 10 under which the TWSE shall disagree to its listing, and is deemed by the TWSE to be inappropriate for listing:
1. It has any of the events set forth in Article 156, paragraph 1, subparagraphs 1 and 2 of the Securities and Exchange Act, or has made misrepresentation or false statement or conducted unlawful activities that may affect the price of its securities after listing thereof, and will cause fear that the market order may be affected or the public interests may be harmed.
2. Its financial or business affairs are not independent from other person(s).
3. It has had any material labor dispute or environmental pollution sufficient to affect its normal financial and business operations, and has not made improvement.
4. It has been discovered any material non-arms-length transaction and has not made improvement.
5. After the capital increase through a new share issue which has been effected or is being effected in the year in which it applies for listing is included in the amount of paid-in capital in its final account for the respective year, it does not meet the listing criteria.
6. It has failed to effectively implement its written accounting system, internal control system, or internal audit system, or has failed to prepare financial reports in accordance with relevant laws and regulations and generally accepted accounting principles, and the event of this failure is considered as material.
7. There has been serious deterioration in its business operation.
8. Where the applicant company conducted any activities in violation of the principle of good faith in the most recent 5 years, or where its directors, supervisors, general manager or de facto responsible person violated the same principle in the most recent 3 years.
9. If an applicant company has less than five members on its board of directors, or less than two independent directors; or less than three supervisors; or if its board of directors or supervisors are unable to independently exercise their functions; or if it has not appointed the remuneration committee pursuant to Article 14-6 of the Securities and Exchange Act and related provisions. However, if pursuant to Article 14-4 of the Securities and Exchange Act an audit committee has been established in lieu of supervisors, the requirements of this subparagraph regarding supervisors shall not apply. Additionally, the elected independent directors must be persons that are not juristic persons or representatives thereof under Article 27 of the Company Act, and at least one of them must be a professional in accounting or finance.
10. Where the applicant company has been registered for trading as an emerging stock on the GTSM in the fiscal year of the listing application and the most recent fiscal year thereto, and there has been, from the GTSM registration date onward, any trading of stock issued by the applicant company by any incumbent director, supervisor, or shareholder holding 10 percent or greater of its total issued shares other than on the emerging stock market; provided, this restriction shall not apply where such trading is for purposes of underwriting under Article 11 of these Rules or for other legitimate reason.
11. Where the applicant company is the existing or newly established company accepting transfer of business or assets due to a demerger of a TWSE (or GTSM) listed company, and transfers of equity conducted by the TWSE (or GTSM) listed company in the most recent 3 years for purposes of reducing its shareholding ratio in the applicant company have damaged shareholders' equity.
12. Where the listing is considered by the TWSE as inappropriate due to its scope of business, nature or special circumstances.
Subparagraph 2 of the immediately preceding paragraph shall not apply to companies applying for listing which are government-owned enterprises.
The ending date of the applicable periods referred to in various subparagraphs of paragraph 1 of this Article shall be the day immediately before the date on which the letter approving its Agreement for Listing is issued by the Competent Authority.
|
|
Article 28-1
|
The TWSE may issue documentation evidencing listing approval of the application by a foreign issuer for a TWSE primary 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 3 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 3 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 percent 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. The number of shares planned to be listed and traded shall exceed 50 percent of the total number of its issued shares.
7. It is recommended, in writing, by two or more securities underwriters.
Where a foreign issuer applies for a TWSE primary listing of stock, if the foreign issuer or a company controlled by it that accounts for 50 percent 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 percent of the shareholding constitute 20 percent or more of the total issued shares or not less than five million shares.
6. The number of shares planned to be listed and traded shall exceed 50 percent of the total number of its issued shares.
7. It is recommended by two or more securities underwriters.
When a foreign issuer applies for a TWSE primary listing of stock, if its operating revenue derived from construction business represents 20 percent or greater of its total operating revenue, or its gross profit derived from construction business represents 20 percent or greater of its total gross profit, or its operating revenue or gross profit derived from construction business is more than that derived from other business items, during the most recent 2 fiscal years, it shall meet all of the requirements provided in Articles 16 and 17 herein, in which case, the TWSE may issue evidentiary documentation indicating its approval of the listing thereof. However, the foreign issuer may be exempt from the requirements of Article 17, subparagraphs 1 to 3 herein if the construction company and the foreign issuer are not related parties, and the foreign issuer has established adequate internal control systems and tender procedures for contracting projects out, and the payment terms comply with usages of trade. "Controlled company" in paragraphs 1 and 2 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.
|
|
Article 28-4
|
A foreign issuer that applies for a TWSE primary listing of its stock may not have less than five directors on its board, and shall appoint no less than two independent directors, at least one of whom shall be domiciled in the Republic of China.
A foreign issuer shall install either an audit committee or supervisors. That audit committee shall comprise all the independent directors; it may not have less than three members, one of whom shall be the convener. The minimum number of supervisors is three.
ROC acts and regulations regarding securities shall apply mutatis mutandis to the professional qualifications, restrictions on shareholding and the holding of concurrent posts, and the determination of independence, of the independent directors of the two preceding paragraphs.
A foreign issuer shall appoint a remuneration committee. ROC securities laws and regulations shall apply mutatis mutandis to the professional qualifications of and the exercise of powers by the committee members and related matters.
|