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Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2020.03.30) |
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Article 8
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Where an issuing company merely applies with the TWSE for listing its common stock or any type(s) of preferred shares, the amount of paid-in capital required under Article 4, 5, 6, 6-1, 16 or 20-2 hereof shall be calculated on the basis of the total issue amount of all shares to be listed. In respect of the dispersion of share ownership, the number of registered shareholders and the ratio between the number of shares held by them and the total number of issued shares shall be computed and determined in accordance with the respective types of the stock to be listed.
Where an issuing company applies for listing its common stock along with any type(s) of preferred shares, the total issue amount of the common stock to be listed shall at least meet the paid-in capital as required by Article 4, 5, 6, 6-1, 16 or 20-2, and that of any type of preferred shares to be listed shall be the total issue amount of NT$300 million or more respectively and 30 million or more shares of such type issue. Each type of the stock to be listed shall meet the criteria governing the dispersion of share ownership.
With respect to the criteria governing the dispersion of share ownership for the listing of any type(s) of preferred shares under the preceding two paragraphs, the requirement of 500 or more registered shareholders shall be met, and the combined total number of shares held by all the registered shareholders, excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, shall account for 20 percent or more of the total issued shares of each type of preferred stock or be at least 10 million shares.
The total issue amount of to be listed as prescribed in the first and second paragraphs shall be as follows: the product of the par value multiplied by the number of shares issued of the same type of stock if the issuing company issues par-value stocks; the product of the price of the same issue multiplied by the number of shares issued of the same type of stock if the issuing company issues non-par-value stocks; and sum of all products if stocks are issued in installments.
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Article 14
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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 Article 139, paragraph 2 of the Securities and Exchange Act, and any certificates carrying right to convert bonds into stock issued by the listed company may also be listed on 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 if the following conditions are met:
- the total issue amount of the shares under application for listing is NT$300 million or more and 30 million or more shares issued. The total issue amount of shares to be listed is calculated in accordance with Article 8, paragraph 4.
- the company offers the shares for sale to the public before listing in accordance with Article 11, paragraph 1.
- the share ownership dispersion standards in Article 8, paragraph 3 shall be met.
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 share ownership dispersion standards in Article 8, paragraph 3 of these Rules shall not apply.
A listed company shall promptly report on the Internet information reporting system designated by the TWSE 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.
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Article 21
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Stock warrant certificates and certificates of entitlement to new shares issued by a listed company may be listed on 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 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 may be listed and traded 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 also upon satisfaction of either of the following share ownership dispersion standards, provided that in the case of preferred shares with detachable warrants that do not meet the listing conditions for preferred shares as specified in Article 14, paragraph 2, the detached company warrants may not be listed:
- 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.
- 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.
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Article 28-3
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The standard basis for the paid-in capital of Article 28-1 is the amount of paid-in capital recorded in the evidentiary documents of the foreign issuer's registration or amendment registration translated into New Taiwan Dollars based on the average of the daily foreign exchange rates at market close, as announced by the designated foreign exchange bank in the Republic of China, for the 1-month period before the foreign issuer applied for listing.
The standard basis for the "net worth" and "profit before tax" specified by Articles 28-1, 28-6, and 28-13 shall be the CPA audited and attested consolidated financial report, and shall refer to the amount attributable to owners of the parent.
The financial report referred to in Article 28-1 and Article 28-13 shall be prepared in accordance with the applicable regulations governing the preparation of financial reports adopted by the competent authority for the relevant industry, the generally accepted accounting principles of the United States, or the International Financial Reporting Standards, with an audit report issued by two ROC-licensed CPAs of a joint accounting firm approved by the Competent Authority to attest to the financial reports of public companies, or audited by an international CPA firm that has a cooperative relationship with the aforementioned accounting firm accompanied by an audit report issued by an ROC-licensed CPA.
A consolidated financial report of the preceding paragraph that is not prepared in accordance with the applicable regulations governing the preparation of financial reports adopted by the competent authority for the relevant industry shall disclose any items with material discrepancies and the amount of any monetary impact of those discrepancies, and provide an opinion by an ROC-licensed CPA regarding those items.
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Article 28-12
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If a primary listed company issues new shares of a stock that is the same type as a stock already listed and applies for listing of the new shares, the new shares will be listed in accordance with the provisions of Article 139, paragraph 2, applied mutatis mutandis under Article 165-1, of the Securities and Exchange Act.
Where a primary 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 if the following conditions are met:
- the total issue amount of the shares under application for listing is NT$300 million or more, with 30 million or more shares issued.
- the company offers the shares for sale to the public before listing in accordance with Article 28-10, paragraph 1.
- the share ownership dispersion standards in Article 8, paragraph 3 are met.
The total issue amount of shares to be listed in the preceding paragraph is governed by Article 8, paragraph 4 mutatis mutandis.
A primary 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 paragraph 2; however, the share ownership dispersion standards in subparagraph 3 shall not apply.
In the case where a primary 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 may be listed and traded 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 also upon satisfaction of either of the following share ownership dispersion standards, provided that in the case of preferred shares with detachable warrants that fail to meet the listing conditions for preferred shares as specified in paragraph 2, the detached company warrants may not be listed:
- 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.
- 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.
If a primary listed company has issued common shares in response to the exercise of conversion rights or subscription rights under preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, convertible corporate bonds, or detached company warrants issued by the company, the company shall promptly file a report on the Internet information reporting system designated by the TWSE, and may be exempted from the requirement of public sale under Article 28-10.
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