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Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2023.12.05) |
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21
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Subscription certificates for new shares, certificates of entitlement to new shares, or certificates of payment for shares that a listed company issues may be listed for trading on the TWSEmarkets only after a listing application with the TWSE is submitted after the filing of a capital increase with the Competent Authority becomes effective.
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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27-1
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Approval will be granted for listing of the stock or Taiwan depositary receipts of a foreign issuer that applies for a TWSE secondary listing or that sponsors issuance of Taiwan Depositary Receipts by a depositary institution if an R.O.C. competent authority of a target business in accordance with the business attributes of foreign issuer or a professional institution engaged by the TWSE issues an unequivocal opinion it is a technology enterprise, has successfully developed marketable goods or technology, and meets each of the following criteria:
- Number of shares to be listed or units of Taiwan depositary receipts to be listed: 20 million shares or more, or shares with a market price of NT$300 million or more; or 20 million units or more, or units with a market price of NT$300 million or more; provided that it may not exceed 50 percent of the total number of shares issued by the foreign issuer.
- The securities underwriter has provided a written recommendation.
- The stock, or the securities representing such stock, issued by the foreign issuer in accordance with the laws of its country of registration is already listed and traded on the main board of one of the overseas securities markets approved by the Competent Authority before the listing of the stocks or Taiwan depositary receipts under the listing application.
- At the time of application for listing, the net worth stated on the financial report audited and attested by a CPA for the most recent period shall be the equivalent of NT$300 million or more and not less than two-thirds of the sum of share capital and capital surplus; evidence shall also be required supporting that there is a sufficient amount of working capital covering the period of 12 months after the listing and half or more of such working capital is derived from the principal operating activities.
- At the time of the proposed listing, the number of registered shareholders or holders of the Taiwan depositary receipts in the Republic of China is not less than 1,000 persons, and the total number of shares held by the shareholders or holders of the Taiwan depositary receipts other than insiders of the foreign issuer and juristic persons of which such insiders own over 50 percent of the shareholding is 20 percent or more of the total number of issued shares or is 10 million shares or more.
- The stock to be listed shall be the same class of stock listed on other stock exchanges or securities markets. The rights and obligations of the holders of stock shall be identical with those of the same class of stock listed on other stock exchanges or securities markets. Local holders of the stock shall not be restricted from selling the stock on foreign stock exchanges or securities markets.
- There is no abnormal fluctuation in the price of the stock, or securities representing the stock, issued by the foreign issuer under the law of the country of registration, during the 3 months before the agreement takes effect for listing of shares or Taiwan depositary receipts with respect to which the listing application is submitted.
- The depositary institution has not, within the past year, been sanctioned by the TWSE for any error in information reporting, where the circumstances were serious.
The provisions of Article 26, paragraphs 2 and 3 shall apply mutatis mutandis to the financial reports referred to in subparagraph 4 of the preceding paragraph.
The foreign issuer shall undertake in writing that, after listing, it will establish a reporting system with the TWSE for automatic synchronous reporting of material information.
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38
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When a TIB listed company or a TIB primary listed company is issuing new shares of the same class, listing of these shares shall be governed by Article 139, paragraph 2 of the Securities and Exchange Act. The issued certificates of entitlement to new shares from convertible bond shall also be listed and traded at the TWSE markets in accordance with the above regulations.
When a TIB listed company or TIB primary listed company applies for listing of stocks of a class different from its listed stocks, its application for listing may be approved if the following conditions are met:
- The total value of shares applied for listing exceeds NT$50 million and 5 million or moreshares will be issued.
- It shall engage in relisting public sale in accordance with Article 36, paragraph1 or 2.
- Dispersion of share ownership: The number of registered shareholders is 30 or more. Excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, registered shareholders hold 5 percentor moreof the all issued special shares, or at least 3 million shares.
The requirements under paragraph 2 shall govern if a TIB listed company or a TIB primary listed company is applying for listing of stocks of a class different from its listed stocks that may be redeemed in cash upon maturity, in which case the criteria on dispersion of share ownership under subparagraph 3 shall not apply.
Subscription certificates of new shares, certificates of entitlement to new shares, or certificates of payment that a TIB listed company or primary listed company issues may be listed for tradingon the TWSEmarkets only after a listing application with the TWSE is submitted after the filing of a capital increase with the Competent Authoritybecomes effective.
If a TIB listed company or a TIB primary listed company issues securities with detachable share options, it shall, after its plan has been reported to the competent authority and taken effect, apply to the TWSE for listing of detached share options. The number of units of share options it applies for listing must be 3 million or more, and these options must be offered for public sale and meet the following criteria on dispersion of share ownership before they may be listed and traded at the TWSE markets. Notwithstanding, if special shares with detachable share options fail to meet the conditions of listing of special shares under subparagraph 2, their detached share options may not be listed:
- If the total units of share options are less than 10 million, there should be at least 30 holders of these share options.
- If the total units of share options are 20 million or more, there should be at least 50 holders of these share options.
A TIB listed company or a TIB primary listed company shall complete registration of its common shares issued at the Internet information reporting system designated by the TWSEafter having exercised conversion rights or share options based on preferred shares with stock options, convertible preferred shares, bonds with share options, convertible bonds and detached share options, in which case the public sale required under Article 36 may be waived.
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