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Amendments

Title:

Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings  CH

Amended Date: 2021.04.07 (Articles 28-2, 28-4, 28-7 amended,English version coming soon)
Current English version amended on 2020.03.30 
Categories: Primary Market > Review

Title: Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2017.03.17)
Date:
Article 16     Where an issuing company other than a government-owned enterprise applies for the listing of its stock and, in the financial reports for the most recent 2 fiscal years, its operating income derived from construction business represents 20 percent or greater of its total operating income, or its gross profit derived from construction business represents 20 percent or greater of its gross profit, or its operating income or gross profit derived from construction business is more than the operating income or gross profit derived from other items of its business activities, it shall in addition to complying with the relevant provisions of these Rules, meet the following conditions:
  1. There shall have been 8 full fiscal years since its incorporation.
  2. The amount of its paid-in capital shall be NT$600 million or more at the time when it applies for listing.
  3. The total equity shown in the most recent financial report and in the financial report for the most recent fiscal year shall reach 30 percent or more of the total value of its assets.
  4. The combined net value of houses and land held for sale and investment property shown in the most recent financial report and for the most recent fiscal year shall not exceed 70 percent of its total equity. However, if the company has obtained the use license for less than one year, or the company has reclassified under investment property any construction project that it launched with respect to superficies it had obtained under an agreement stipulating that it may only be leased and not sold, or the lease-out rate of the investment property reaches 50 percent or higher, such portion need not be included in the calculation.
  5. Its net income before tax for each of the most recent 3 fiscal years shall be in positive figures, and it does not have accumulated deficit in the most recent 3 fiscal years.

  6. Where its profitability remains in compliance with the criteria for listing of its stock after the profit derived from each project as prescribed below is deducted according to the calculation of CPAs:
    1. Purchase or sale of completed or uncompleted construction projects by others (referring to those for which invested construction cost has reached 40 percent or more of total construction cost).
    2. Purchase or sale of bare-land or house units already built.
    3. Acquisition and subsequent sale of either land or house originally held by the opposite party/parties as co-contractor.
    4. Sale of house or land to related party.
Article 20      An investment holding company applying for listing of its stock may apply only as a professional investment company and only with the purpose of controlling the business operations of other companies, and shall be approved for the listing of its stock if it meets the requirements of the following subparagraphs:
  1. Years of incorporation: Three full years have elapsed following registration of incorporation, or the years of actual operation of any of its held companies exceed three years.
  2. Equity: The net worth for the most recent fiscal year reaches NT$1 billion or more.
  3. Profitability: The ratio of net income before tax to net worth as stated on the financial report for each of the most recent 2 fiscal years reaches 3 percent or higher.
  4. Dispersion of share ownership: The standard of Article 4, subparagraph 4 is met.
  5. The company does not engage in any business other than investment.
  6. The company shall have two or more held companies, and the held companies may not be professional investment companies and may not hold shares of the applicant company.
  7. At least 70 percent of the operating income in the financial reports shall come from the held companies.
  8. The sum total of the book value of its investment in the held companies shall equal 50 percent or more of each of its equity-method investment and net worth, as stated in the parent company only financial report.
  9. The company has not engaged in any borrowing or lending of funds with a non-financial institution.
  10. The ratio of total equity to total assets in the financial report for the most recent fiscal year shall reach one-third or more.
  11. In the event of an issuer listed in the food industry or whose income from catering business occupies at least 50% of its total operating income in the last fiscal year, at least one of the held companies that it holdsshall comply with subparagraph 5, paragraph 1, Article 4.
     A held company shall mean any of the following:
  1. An invested company of which an investment holding company directly holds more than 50 percent of the issued voting shares or has made a capital contribution of more than 50 percent.
  2. An invested company of which an investment holding company through its subsidiaries indirectly holds more than 50 percent of the issued voting shares or has made a capital contribution of more than 50 percent.
  3. An invested company of which an investment holding company directly, and indirectly through its subsidiaries, holds more than 50 percent of the issued voting shares or has made a capital contribution of more than 50 percent.
  4. A company of which an investment holding company directly or indirectly elects or appoints more than half of the directors for the board of directors.
     If an investment holding company applying for listing of its stock has a net worth for the most recent fiscal year reaching NT$800 million or more, and its held company or companies have successfully developed products or technology that contribute 50 percent of its total operating revenues, and the products or technology have been successfully developed and are marketable, and the central competent authority for the relevant industry has provided an unequivocal opinion stating that such company or companies are technology enterprises or cultural and creative enterprises, it may be exempted from the application of paragraph 1, subparagraphs 1 and 3.
     If the held company is required to be a professional investment company because the investment holding company has invested via a third location, it may be exempted from application of the provision of paragraph 1, subparagraph 6 that a held company may not be a professional investment company.
     Notwithstanding that an investment holding company applying for the listing of its stock meets the listing criteria set forth in these Rules, the TWSE shall disagree to its listing if the circumstance in Article 9, paragraph 1, subparagraph 8 applies to any of its held companies, and the TWSE may disagree to its listing if any of the circumstances in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, or 12 applies to any of its held companies and the TWSE deems the listing inappropriate.
     A held company more than 70 percent of whose shares are held by an investment holding company that is already domestically listed on the TWSE (or GTSM) may not apply for domestic TWSE listing.