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Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2022.09.21) |
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A domestic issuer that applies for the listing of stocks at the TIB must comply with the government’s industrial development strategies, have key core technologies and the ability to innovate or have an innovative operational model, and should meet the following qualifications:
- Years of establishment: Has been around for at least two years since its incorporation under the Company Act at the time of application for listing.
- Has issued the shares of common stocks for a total value of more than NT$100 million and has issued more than 10 million shares at the time of application for listing.
- Market value and financial standards: Must meet one the following standards at the time of application for listing:
- Market value is NT$1 billion or more, total operating revenue as stated in the financial reports for the most recent four quarters is not less than NT$100 million and the applicant must prove it has the working capital sufficient for 12 months after listing in the market.
- For an applicant doing business in the biotechnology and pharmaceutical industry, its market value is NT$2 billion or more, and it must prove it has not less than 125 percent of the working capital required for 12 months after listing in the market. If an applicant is developing new medicine, its core products must have passed stage 1 of a clinical trial.
- Market value is NT$4 billion or more, and the applicant must prove it has not less than 125 percent of the working capital required for 12 months after listing in the market.
- Dispersion of share ownership: The number of registered shareholders is 50 or more. Excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, registered shareholders hold more than 5% of the total issued shares, or at least 5 million shares.
- An applicant with income from dining and beverage services exceeding 50 percent of its total operating revenues in the most recent fiscal year must meet the requirements in the following items:
- Establish a laboratory to engage in self-inspection.
- Deliver the raw materials, semi-finished products and finished products whose inspection is outsourced, to a laboratory or inspection institution certified or accredited by the Ministry of Health and Welfare, Taiwan Accreditation Foundation or an institution engaged by the Ministry of Health and Welfare, for inspection.
- Request a reasonable opinion from an independent specialist on its food safety monitoring plan, inspection cycle, items for inspection etc.
- Recommended by 2 or more securities underwriters.
A foreign issuer that applies for the listing of stocks at the TIB must meet, in addition to the requirements in the subparagraphs 2 to 6 of the preceding paragraph, the following qualifications:
- Meet the application regulations under the Act Governing Relations between the People of the Taiwan Area and the Mainland Area, provided that if the people, juristic persons, group or other institutions directly or indirectly own shares or invest in the issuer for more than 30 percent of its value, or have control over the issuer, it must obtain an approval from the competent authority on a case-by-case basis.
- Years of establishment: The applicant or any of its subordinate companies must have 2 or more years of business records.
- The inspection institution under item B of subparagraph 5 of the preceding paragraph may be replaced by a laboratory or inspection institution certified by the local competent authority, international certification institution or an institution appointed by its competent authority.
The TWSE will agree to list its stock of a domestic issuer or a foreign issuer applying for the listing of its stock at the TIB in the preceding two paragraphs only if the value of the number of the securities to be listed and available for trading multiplied by the offering price for the price at which the security opens on its first day in the initial public offering has met the minimum requirement on the market value applicable to its application.
A recommending securities underwriter should issue an evaluation opinion on the requirements on application for listing, i.e. compliance with the government’s industrial development strategies, key core technologies and the ability to innovate or an innovative operational model, in the first paragraph.
The core products in item B of subparagraph 3 of paragraph 1 means the biotechnological and pharmaceutical products that are the focus of a domestic issuer or foreign issuer in its engagement in development, application and commercialization of new drugs at the time of application for listing.
Article 28-2, paragraph 1 applies mutatis mutandis to the definition of securities underwriter in subparagraph 6 of paragraph 1.
Financial reports as referred to in this chapter shall be governed mutatis mutandis by Article 7, paragraphs 1 and 2 in the case of a domestic issuer, or by Article 28-3, paragraphs 3 and 4 in the case of a foreign issuer.
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A domestic issuer or foreign issuer applying for the listing of stocks at the TIB shall issue a written guarantee to undertake the following:
- Has completed registration of non-physical securities prior to the listing, except where its stocks have been registered for trading at the TPEx.
- Continue to appoint the lead securities underwriter to assist its compliance with the securities laws of the Republic of China, listing contract and other regulations from the listing date until the end of the third fiscal year thereafter, or a longer period of time if the TWSE believes it is necessary the appointment should continue. When it terminates the appointment with the lead securities underwriter during the listing, it shall appoint a new securities underwriter as successor within one month of the day when termination of appointment takes effect. Where it has become a listed company or primary listed company in accordance with Article 40, the appointment contract may be terminated.
- During the first three fiscal years from the following year after its listing, disclose the annual report at the Internet information reporting system designated by the TWSE at the same time when submitting the written annual report, and report in writing the CPA’s project audit report for the previous year.
In case of a foreign issuer, in addition to the preceding paragraph, it shall issue a written guarantee to further undertake the following:
- If the TWSE deems it necessary to audit a foreign issuer’s finance and business or fund flows, the issuer is willing to fully cooperate in the investigations conducted by the TWSE and the lawyers, CPAs or professional institutions appointed by the TWSE, and furnish all information requested by the TWSE, and agrees to pay the costs for all investigations.
- Important matters relating to protection of shareholders’ equity should be added in the articles of incorporation or organic documents. In case of these matters are added in the organic documents, the articles of incorporation must specify that these matters shall be separately governed by the organic documents, and the organic documents may be added and/or amended through the same procedure accordance to which the articles of incorporation may be added and/or amended. Where such addition to the articles of incorporation or organic documents is contradictory to the mandatory requirements under the laws of the jurisdiction of incorporation, information specifically about enhanced disclosure of major differences must be contained in the prospectus.
- It will continue to comply with the securities laws of the Republic of China, listing contract, the TWSE policies and rules and other publications after listing.
Where the mandatory requirements under the laws of the jurisdiction where the foreign issuer is incorporated as described in the preceding paragraph contradict to the mutatis mutandis provisions of the ROC Securities and Exchange Act, mutatis mutandis application of these provisions may only be excluded to such extent that certain requirements under the Securities and Exchange Act may be waived as indicated in the public announcement of the competent authority of the ROC government.
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After one full year from the date of listing of a TIB listed company or a TIB primary listed company, it may apply to the TWSE for being relisted as listed company or primary listed company in accordance with Chapters II and III of these Rules.
Before the company in the preceding paragraph is relisted as listed or primary listed company for listing and trading shall appoint a securities underwriter to handle prelisting public sale of all its shares stated in its listing application documents at the allocation ratio, after deducting such number of shares reserved for subscription by the company’s employees and those offered for subscription by lead securities underwriter in accordance with the applicable regulations under the Company Act, through issue of new shares by cash offering in accordance with the regulations of firm commitment underwriting of securities under Article 71, paragraph 1 of the Securities and Exchange Act.
The shares to be allocated for public sale in the preceding paragraph are limited to shares of common stocks.
When a TIB listed company or a TIB primary listed company is relisted as listed company or primary listed company in accordance with paragraph 1, centralized custody of securities is required to which Articles 10 and 28-9 shall apply mutatis mutandis. The following should be complied with during the centralized custody:
- Where Article 10, paragraph 4 shall apply mutatis mutandis, all securities may be withdrawn only after full six months from the first day of listing and trading.
- Where Article 10, the proviso of paragraph 4 shall apply mutatis mutandis, one half of securities may be withdrawn only after full six months from the first day of listing and trading, and all securities may be withdrawn only after a full year from the first day of listing and trading.
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