| Title： |
Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2024.12.16) |
| Date： |
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An application for listing of its stock at the TIB by a domestic issuer or foreign issuer of the group enterprise shall be rejected if it fails to meet the following requirements, despite that it has complied with the applicable provisions of these Rules:
- The major business or products of the applicant and those of the other companies within the same group enterprise are not competing with each other, except where the applicant has the ability to make independent operation decisions.
- Where the applicant has financial business dealings or transactions with the other companies within the same group enterprise, each entity shall establish a specific written system for operating policies on finance and business between them, for approval by their respective board of directors, and shall issue a written undertaking or guarantee on the absence of irregular transactions. If there is no business dealings between them, the applicant shall issue a written statement, undertaking they will never have irregular transactions if there are dealings between them in the future.
- There shall be no material irregularities in its financial and business conditions or in its above-cited operational guidelines.
- It should have the development potential for independent marketing of the products to be sold to the other companies within the same group enterprise.
- The purchase amount in the most recent period or most recent fiscal year from the time of the application for listing from a company within the same group enterprise does not exceed 70 percent, provided that this provision may be waived if the above results from unique characteristics of its business, market demand and supply conditions, government policy, or any other reasonable causes.
- The operating revenue or operating profit derived from other companies within the same group enterprise in the most recent period, and in the most recent fiscal year the time of application for listing does not exceed 50 percent, or the operating revenue derived from the use of a critical technology or asset provided by the companies mentioned above does not exceed 50 percent; provided that this provision may be waived if the above results from unique characteristics of its business, market demand and supply conditions, government policy, or any other reasonable causes, and neither of the above percentages exceeds 70.
Subparagraph 5 of the preceding paragraph may be waived if the circumstance under this subparagraph is due to characteristics of the trade, market supplies and demands, government policies or other reasonable cause.
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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. Notwithstanding the above, no public sale is required if, by the time the TIB listing application is made, 10% or more of the shares to be listed have been provided for public sale, and that the share ownership dispersion standards prescribed in these Rules are met when the application for relisting is made.
The shares to be allocated for public sale in the preceding paragraph are limited to shares of common stocks.
A TIB listed company or a TIB primary listed company relisted as listed company or primary listed company shall place their shares in central custody in accordance with Articles 10 and 28-9, but the provision governing total ratio of shares in Article 10, paragraph 2 does not apply.
For personnel who shall place the shares in central custody in accordance with the preceding paragraph, except for those who already did so at the time of TIB listing, in which case they shall keep the shares in central custody until the expiration of the original central custody period, the rest of them shall place the shares in central custody in accordance with the regulations, and the central custody period shall be handled in accordance with the following manner:
- 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.
Under the circumstances in the preceding paragraph, the TWSE may request the relevant personnel to place the shares in central custody for the period prescribed in the preceding paragraph if it deems necessary.
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