| Title： |
Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2023.03.10) |
| Date： |
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An application for listing of stocks at the TIB by a subsidiary that maintains the parent and subsidiary relationship at the time of the application shall be rejected if it fails to meet the following requirements, despite that it has complied with the applicable provisions of these Rules:
- The parents company and all its subsidiaries and their directors, supervisors and representatives, and shareholders holding more than 10 percent of the company’s total shares, and their related parties all together shall not hold more than 80 percent of the total issued shares of the applicant. Where the above shareholding exceeds 70 percent, there should be prelisting public sales of shares to reduce the shareholding to less than 80 percent. However, the same does not apply where persons, other than those restricted by this subparagraph with respect to the total amount of shareholdings, hold a total of no less than 50 million shares; or, in the case the share has no par value or the par value per share is not NT$10, where persons, other than those restricted by this subparagraph with respect to the total amount of shareholdings, hold a total of such shares with a net value of not less than NT$1 billion in the applicant company.
- Where the stocks of its parent company are traded at the TWSE/TPEx centralized securities exchange market, the pro forma operating revenues or operating income shown in the pro forma consolidated financial statements that excludes the applicant’s financial data, audited by CPA, for the most recent four quarters at the time of the application indicate no decline of over 50 percent compared to the consolidated financial statements for the current term, and no transfer of business of any major client of the parent company has occurred during the most recent two fiscal years. The above, however, may be waived if the parent company and the subsidiary engage in different types of business, conduct business in different industries or have different types of products and are not competing with each other, or it is due to other reasonable cause.
Where a subsidiary applies for listing at the TIB in accordance with the proviso of subparagraph 3 of the preceding paragraph, when the parent company transfer shares to reduce its shareholding in the subsidiary during the three years prior to the application for listing, the shares to be transferred should be offered for subscription by existing shareholders on a priority basis or the transfer should be made in a way that will not injure the equity of the shareholders’ of the parent company.
The proviso of the third subparagraph of paragraph 1 shall not apply where the parent company of the applicant company is a TWSE- or TPEx-listed investment holding company.
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The director, general manager, core technology specialist and shareholder holding more than 5 percent of the total issued shares of a domestic issuer or foreign issuer applying for the listing of stocks at the TIB should deposit all shares held by each individual, after deducting such number of shares offered for listing and public sale, under centralized custody at the centralized securities depository enterprise established upon approval of the competent authority before the listing of stocks may be approved.
For purpose of the preceding paragraph, core technology specialists refer to R&D officers, operation-related technology officers, and shareholders making investments in the form of patents or know-hows and holding a position in the company.
The shares other than those offered for listing and public sale as in the first paragraph include new shares issued with increased capital received between the application date for initial listing and the date of listing for which registration of change has completed, as well as shares held for other reason. The applicant shall guarantee to deposit shares that have not been received on the date of listing under centralized custody.
For the shares that must be deposited under centralized custody under the first paragraph, one fourth of them may be withdrawn after full six months from the first day of listing and trading. Another one fourth may be further withdrawn at the end of the second six-month period and so on. All the shares under centralized custody may be fully withdrawn after two full years from the first day of listing and trading.
Where the total number of shares of a domestic issuer or a foreign issuer applying for listing under the first paragraph that are placed in central custody is assessed to exceed 50 percent of its issued shares, and the issuer has paid-in capital of at least NT$10 billion, if the portion of the number of shares required to be placed in central custody exceeding the above 50 percent of issued shares has been pledged to a financial institution by the director or shareholder of the issuer who holds the shares for purposes of guaranteeing financing for the company or for him/herself, evidentiary documents furnished by the financial institution may be substituted for shares required to be placed in central custody; provided, if the pledge is released during the custody period, the director and major shareholder shall deposit the same amount of shares into central custody; or, if the subject of the pledge is disposed by the financial institution, the applicant shall contact other directors or shareholders to deposit the same amount of shares into central custody.
Shareholders required to deposit their shares under centralized custody under the first paragraph shall not rescind the contract prior to expiry of the term of custody. No shares or certificates under custody may be transferred or mortgaged. Change of status of a holder will not affect the validity of the custody.
The first paragraph does not apply to directors and shareholders being government authorities, government-owned enterprises, or having obtained approval from the competent authority of a target business for the sale of the shares held by them rendering the placing of such shares in central custody inadvisable.
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