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Article 6
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Review Guidelines
The provisions of this Article apply to all reviews of applications for initial stock listings. Personnel assigned to handle an application for securities listing shall, after receiving the application, review the application, the supporting documents, and all information provided by the applicant company, underwriter, or certified public accountants, and take the particulars listed below into consideration:
- Certified Public Accountant's Audit Report:
- If there has been a change in certified public accountants in the most recent 3 fiscal years preceding the application date, the issuing company, the original certified public accountants, and the succeeding certified public accountants shall submit a written report explaining the change of accountants, and the case handlers shall ascertain the facts and reasons underlying the change.
- Where an audit report issued by a certified public accountant contains anything other than an unqualified opinion, the reviewers shall take note of the facts and reasons underlying the report, and the extent to which such report affects the financial report.
- The accounting firm(s) that audited the financial reports for the most recent 3 years shall be an accounting partnership comprising licensed certified public accountants and approved by the competent authority.
- The audit report shall state that the report is prepared in accordance with the regulations prescribed by the competent authority governing the preparation of financial reports by each enterprise and with Generally Accepted Accounting Principles.
- When the applicant? financial report for the most recent accounting year or the most recent period in the year of application (including financial forecasts) reveals any of the following circumstances, its financial report must conform to the applicable regulations:
- Fifty percent or more of the applicant? pre-tax income is from returns on investment in a single overseas company.
- A single overseas company in which the applicant has invested has suffered an after-tax loss of fifty percent of capital stock as listed in its financial report or 100 million New Taiwan Dollars or more for the current period.
- Fifty percent or more of the applicant? operating revenues, gross profits, or total purchase amounts are from a single overseas company in which the applicant has invested.
- The output value of a single overseas company in which the applicant has invested accounts for fifty percent or more of the applicant? gross output value (including internal production, external production, and outsourcing).
- The original investment in a single overseas company by the applicant company cumulatively totals twenty percent or more of the applicant? capital stock as listed in its financial report or 300 million New Taiwan Dollars or more.
The term "must conform to the applicable regulations" as used above means:
- When the applicant company adopts the equity method for listing gains and losses on investments in a given overseas company, if the financial statements of that overseas company are audited and certified by a different CPA and the applicant company bases the listing of gains and losses or the preparation of consolidated financial statements on that overseas company's financial statements, then the certifying CPA of the applicant company must submit an auditing report with an unqualified opinion and without reference to any other accountant? audit before the TWSE will accept its financial report. The TWSE shall also examine the materials related to the certifying CPA's assessment and verification to gain an understanding of whether those assessment and verification procedures were comprehensive and in conformance with Taiwan's Statements of Auditing Standards.
In addition, another CPA shall be engaged to perform the auditing and certification when a company applying for market listing employs the same CPA for auditing and attestation as an overseas company in which it has invested, and when, in the preceding 3 years, disciplinary action has been taken against that CPA by the competent authority, or a disposition against the CPA has been issued under Article 37, paragraph 3 of the Securities and Exchange Act, providing that this shall be inapplicable when the disciplinary action or disposition was a warning or a reprimand and the event that was cause for the warning or reprimand occurred 5 or more years prior to the date of application, or when the CPA has accumulated two or more demerits within the preceding year in accordance with the TWSE? "Regulations Governing the Handling of Errors by Certified Public Accountants in Auditing of Initial Applications for TWSE Listing" and the GreTai Securities Market? "Regulations for Handling Deficiencies in Certified Public Accountants' Reviews of GTSM Listing Applications." - The provisions of the preceding paragraph need not be applied to an applicant company that does not use the equity method for listing gains and losses on its investments in overseas companies.
- Content of financial reports:
- Whether the kind, format, and content (including the notes and itemized statements) comply with the regulations prescribed by the competent authority governing the preparation of financial reports by each enterprise and with Generally Accepted Accounting Principles and the requirements of applicable laws and regulations.
- Overall analysis of the report both on its own merit and by comparing it with those from other companies in the same industry, to ascertain emerging trends and possible irregularities in the applicant company's financial condition and its profitability.
- If unusual accounting items are found in the financial report (such as dealings with competitors, dealings between shareholders, temporary transactions, start-up costs, unappropriated expenses) and a large sum of money is involved, the item in question shall be audited to ascertain its composition and categorization.
- Status of adjustments or improvements required to be made to the financial statements as instructed in writing by the competent authority.
- If any special or irregular circumstances are found with respect to the following items, the case handler shall examine the matter in depth by reviewing the certified public accountant's working papers.
- Transactions between major interested parties: any irregular financial arrangements or profits changing hands in large transactions between related parties.
- Any improper or irregular transactions with respect to the categorization, transfer, or accounting treatment of financial assets. Case handlers shall further determine whether there have been any irregularities pertaining to allowances set aside by the company's important subsidiaries for bad receivables or losses on reduction of inventory to market, loans of funds to another party, or endorsements or guarantees extended on behalf of another party, and whether any financial statements must be adjusted.
- The status of application of reserve funds to offset bad debt and the assessment of the auditing certified public accountant.
- Method of appraisal and basis of entering into the account books of inventory: where there are large surpluses or inventory losses, the reasons shall be investigated.
- Any irregular changes to fixed assets involving transactions among related parties.
- The accounting treatment of capitalization of interest.
- Leasing: The accounting treatment and categorization of business leasing or capital leasing.
- Deferred assets: Those that should be listed as expenses or losses for the current month, such as loss of profit due to suspension of work, extraordinary losses, start-up expenses, employee benefits, etc., shall not be listed as amortization of deferred assets.
- Monetary transactions: The interest rates, terms, and payment status on large interest-free and low interest loans obtained from affiliates, shareholders, or related parties, and high-interest loans to affiliates, shareholders or related parties.
- Retirement rules and pension fund withholding status.
- Accounting treatment of income tax and off-settings of assets and liabilities with respect to deferred income tax.
- Circumstances of disclosure of contingent liabilities and status of lines of credit obtained jointly from banks by the applicant company and its affiliates.
- Assets obtained on installment plans and accounting treatment of sales.
- Gross profit margin on sales of inventory, inventory turnover rate, and accounts receivable turnover rate for the most recent 2 fiscal years.
- Reasons for any extraordinary losses or gains, or large nonoperating income or expenditures, and the treatment and presentation of extraordinary losses and gains.
- Whether in the most recent fiscal year there have been any irregularities in the process of capital formation, or sources or use of funds.
- Whether the party billed for each account receivable is the party to whom the item in question was sold. If any mismatch is found, the case handler shall determine the reason and make a judgment as to whether the mismatch is legitimate.
- If any new client taken on by the applicant in the most recent 2 years is a related party or ranks among the applicant's ten largest clients, the case handler shall audit the applicant's transactions with said client, ascertain whether the client is a related party, check for any differences and similarities between the terms of transaction contracts with the new client and terms offered to regular clients, and determine whether there were any major or irregular transactions around the date of the balance sheet, and whether there have been any subsequent recurring or material returns of shipments or any irregular subsequent receipt of funds, so as to verify that sums accounted for as sales revenue conform to the principle of realized revenue.
- Whether any of the enterprise's receivables are overdue. If they are, the case handler shall determine the reason and make a judgment as to whether there is any irregularity.
- Financial forecast information:
Gain an understanding of the applicant company's production of financial forecast data, and when necessary require the applicant company to provide financial forecast data for each quarter during the review period. The data shall be provided only for use as a reference in the review of the given case, and may not be made public or otherwise disclosed. - Internal control mechanisms and declarations thereof, and project audit reports:
- Ascertain the status of the prescription and implementation of internal control systems.
- Inspect whether the applicant company has performed a self-inspection of the effectiveness of the design and implementation of its internal control system and produced an Internal Control System Declaration in compliance with the Regulations for the Establishment of Internal Control Systems by Public Companies, and obtained a certified public accountant's project audit report with an unqualified opinion.
- Self-inspection of internal control systems and performance of project audits by CPAs shall cover the following periods: For applications submitted from February through April, the period covered shall be 1 January through 31 December of the previous year; for applications submitted from May through July, the period covered for shall be from 1 April of the previous year until 31 March of the year of application; for applications submitted from August through October, the period covered shall be from 1 July of the previous year until 30 June of the year of application; for applications submitted from November through January of the following year, the period covered shall be from 1 October of the previous year until 30 September of the year of application. Two or more practicing CPAs of a joint accounting firm shall jointly perform the inspections or audits and issue a report. The TWSE shall separately adopt "Operating Procedures for Review of Internal Control Systems Inspection Reports Issued by CPAs."
- During the review process, the case handlers shall note whether the certified public accountant has complied with Generally Accepted Accounting Principles, the Regulations for the Establishment of Internal Control Systems by Public Companies and all other applicable laws and regulations and shall, through scrutiny of the certified public accountant's working papers for the relevant fiscal year, fully ascertain the tests applied, scope, time frame, characteristics, whether there has been full factual disclosure, whether the accountant has omitted any procedural requirements (e.g. monitoring of remaining inventory, certification and reconciliation of bank account balances) and failed to adopt other substitute procedures. If it is determined that the auditing procedures executed by the certified public accountant are insufficient to reach the necessary conclusions, the case handlers shall request that the accountant provide supplementary explanations.
- The case handlers shall inspect the format and content of the underwriter's assessment report:
- Whether the report has been compiled in accordance with the requirements of the TWSE Directions Governing the Particulars to be Recorded in the Securities Underwriter's Assessment Report for Initial Listing of Securities and signed by the lead underwriter and sponsoring underwriter. The TWSE Directions Governing the Particulars to be Recorded in the Securities Underwriter's Assessment Report for Initial Listing of Securities shall be separately promulgated by the TWSE.
- Whether working papers have been prepared in accordance with applicable regulations of the TWSE.
- Whether a Declaration has been produced testifying that the assessment report is free of any misrepresentations or nondisclosures.
- Prospectus:
The case handlers shall examine the format and content of the prospectus to ensure that it has been compiled in accordance with the TWSE Regulations Governing the Particulars to be Recorded in Prospectuses for Initial Listing of Securities and other relevant regulations. - The case handlers shall ascertain whether any of the negative criteria detailed in the subparagraphs of Paragraph 1 of Article 9 of the TWSE's Regulations for Review of Securities Listings, or any of the circumstances in Paragraph 3 of Article 18 of the same Regulations, applies to the applicant company, whether it has complied with instructions contained in official notifications by the competent authority, and whether there were significant changes in the applicant company's most recent capital increase plan or any failure to carry out those plans. Such information shall be provided in detail in the review report and working paper. If any nonconformance with regulations is found, the case handlers shall attach their opinions on treatment, and submit them for further review by higher levels.
- The case handlers shall visit the sites of the applicant company's offices and factories and ascertain the operational experience and philosophy of the applicant company's responsible person. If irregularities are found during the documentary review, the case handlers shall examine the working papers prepared by the certified public accountant or other documentation provided by the applicant company, the accountant, and the underwriters. If after due examination of the above, the case handlers are still unable to gain a complete picture of the applicant company's operations, they shall gain an understanding during an on-site audit of the applicant company. If the applicant company is an investment holding company or a financial holding company, all above procedures shall be conducted for companies controlled by the applicant or for subsidiaries of such controlled companies. However, where the controlled companies or subsidiaries are located offshore, a documentary review shall suffice.
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Article 7
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Review Process:
- After they have been delegated a securities listing case, the case handlers shall complete the following review procedures:
- Application Documents: Check all application documents received and complete a "Stock Listing Application Receipt Record." (Attachment 1).
- Prospectus: Examine each item detailed in the content of the prospectus according to the TWSE Regulations Governing the Particulars to be Recorded in Prospectuses for Initial Listing of Securities and other relevant regulations and re-examine a Checklist of Legal Issues to be Examined upon Application by Issuers for Exchange Listings of Stock (Attachment 2) provided by a lawyer.
- Underwriter's Assessment Report:
Review the underwriter's assessment report and check whether each item is assessed in accordance with the rules and regulations of the TWSE and whether it draws clear and definitive conclusions. Any matters relating to the requirements of the TWSE's Regulations for Handling Deficiencies in the Assessment Report or Other Relevant Information Submitted by a Securities Underwriter shall be handled, after obtaining signed approval by the TWSE's president, pursuant to the provisions of Article 8 of said Regulations.
The above-mentioned Regulations for Handling Deficiencies in the Assessment Report or Other Relevant Information Submitted by a Securities Underwriter shall be separately issued by the TWSE. - Internal Control Systems
- Gain an understanding of the results and attached assessment opinion from the certified public accountant's internal control system investigation, and of the certified public accountant's recommendations regarding internal control systems as stated in the recommendation report, in compiling the Record of the Internal Control System Documentary Review (Attachment 3).
- Carry out the review in accordance with the TWSE's "Procedures for Reviewing Internal Control System Audit Reports Issued by Certified Public Accountants," and complete Attachment 2 of said Procedures, the "Opinion Form for Review of the Internal Control System Audit Reports Issued by Certified Public Accountants."
- Comprehensive Analysis of Financial Information:
Review the annexed survey report for related industries, explanations of major changes in accounting items published in the prospectus, analytical data from the certified public accountant's permanent records, and the underwriter's assessment report to ascertain and assess the financial condition and trends of the applicant company and excerpt important items or irregularities to compile the "Comprehensive Analysis of Financial Data" (Attachment 4). - Certified public accountant auditing procedures and financial report: Review the certified public accountant's permanent files, the working papers for the internal accounting control system for the most recent fiscal year and the audit working papers for the most recent 3 years preceding the date of application and re-examine the "Certified Public Accountant Auditing Procedure Checklist" (Attachment 5) completed by the certified public accountant to ensure compliance with Statement on Auditing Standards No. 3 ("Audit Working Paper Standards"), Statement on Auditing Standards No. 5 ("Investigation and Assessment of Internal Accounting Control Systems"), the Regulations for Auditing and Attestation of Financial Statements by Certified Public Accountants, and all other applicable regulations. Include excerpts or photocopies of important or irregular items in the report. Examine the audit reports from a certified public accountant for the most recent 3 fiscal years and the notes and itemized breakdowns of each accounting item therein to ensure that the content of the applicant company's financial reports is in compliance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the Regulations Governing the Preparation of Financial Reports by Securities Firms, Generally Accepted Accounting Principles, and all other applicable regulations. [After completion of the above] the case handlers shall note their opinion in the opinion column of the Certified Public Accountant Auditing Procedure Checklist. If the applicant company is found in violation of any of the requirements of the TWSE Regulations Governing the Handling of Errors by Certified Public Accountants in Auditing of Initial Applications for Market Listing, the case handlers shall refer the matter to the Review Committee and execute the resolution passed by the committee. The above-mentioned TWSE Regulations Governing the Handling of Errors by Certified Public Accountants in Auditing of Initial Applications for Market Listing shall be separately issued by the TWSE.
- Dispersion of Shareholding and Custodial Undertaking: Examine the following items"":
- Whether the ratio of shares to be publicly offered is in compliance with the regulations of the TWSE.
- Whether shareholding dispersion after public offering is in compliance with the provisions of the TWSE's Regulations for Review of Securities Listings.
- Whether the ratio of shares held by directors and supervisors is in compliance with the regulations of the competent authority.
- Whether the undertaking regarding the ratio of shares in centralized custody to total issued shares complies with regulations.
- Examine whether the applicant company is in compliance with each of the items listed in Article 9, Paragraph 1 of the TWSE's Regulations for Review of Securities Listings and complete the "Regulations for Review of Securities Listings Article 9, Paragraph 1 Itemized Checklist" (Attachment 6).
- The case handlers shall consolidate all the above review data and relevant documentation (Attachments 1 through 9) into a binder.
- To ascertain the actual status of the financial and business operations of the applicant company, the case handlers shall carry out an on-site audit and conduct the following procedures:
- Seek briefings to ascertain the following:
? The past business achievement and philosophy of the applicant company's responsible person.
? Changes in the shareholdings of directors, supervisors, and shareholders with a greater than 10 percent share of the company's total issued equity during the most recent 3 fiscal years and random checks of actual shareholdings when necessary.
? Management and operational objectives of the company.
? Financial structure and management policies.
? Production processes.
? Production status.
? Analysis of sales income and costs and the state of competition in the industry.
? The system for taking stock of and valuating inventory, and warehousing management.
? Dealings among affiliates.
? Salary and benefit regime. - Inspect factories, paying particular attention to the operational status of machinery and equipment.
- For other significant irregularities discovered in the documentary review, the case handlers may draft an inspection plan and then conduct an audit of the irregularities.
- Findings of on-site audits shall be recorded in detail in the "On-Site Audit Record" (Attachment 7).
- In order to clarify other major issues in relation to the current status and future development of the industry to which the company belongs, as well as financial accounting, taxes, legal issues, and other material issues arising from operations in that industry, the case handler may duly engage an expert as an external Review Committee member, and in addition to obtaining the opinion of that expert, may also seek the opinions of other experts on related questions with approval by the president of the TWSE of a written request for permission.
- Compilation of working papers: The case handlers shall consolidate and record in detail all review items and findings of the review, together with all relevant information and number them in order for cross-referencing. Upon completion of the review, the case handlers shall compile all review information (Attachments 1 through 7) and supporting documentation into a binder to serve as the working papers and file it together with other public issuance approval information and keep it in the custody of the Listing Department (for a minimum of 5 years) for future reference and case management.
- After completion of the working papers, the case handlers shall set forth the key findings, and may as necessary solicit the opinions of relevant experts and examine other relevant information. The case handler shall then compile this information into a"" proposal for reference during the review and deliberation of the case.
- Review Period: Applications for initial stock listing shall be submitted for deliberation by the Review Committee within six weeks after their receipt. Under extraordinary circumstances, however, the Listing Department may, based upon review requirements or at the request of the applicant company and no less than 10 days prior to the Review Committee meeting, extend the deadline for submission to the Review Committee, subject to the signed approval of the president of the TWSE. Extensions granted at the request of the applicant company shall be limited to a maximum period of 1 month.
- Force of the Securities Listing Review: The findings of the review of an application for securities listing reflect the financial and business condition of the applicant company during a specified period of time only, and should not be taken as a reflection of the overall or future performance of the applicant company. The results also depend largely on whether the applicant company has made full disclosure of information relating to its financial and business condition. The review results do not provide a guarantee of the quality of the applicant company and shall not be taken as a substitute for the functions and status of [reports of] securities underwriters and certified public accountants. Therefore, case handlers reviewing applications filed by first-time applicants shall:
- Carry out the review work with a positive service attitude and full rely on all information and opinions provided by the applicant company, certified public accountants, and securities underwriters, unless any nondisclosure, fraud, falsehood, or error is discovered.
- Where information or statements of opinion provided by the applicant company, securities underwriter, or certified public accountant is found to contain any nondisclosure, fraud, error, falsehood, or otherwise seriously violate applicable laws or the rules and regulations of the TWSE, those responsible shall be held fully liable under the law, and the matter shall be duly reported to the competent authority after handling by the TWSE pursuant to relevant regulations. The TWSE undertakes only the review and deliberation of applications. Case handlers shall, at the time of processing applications, act in accordance with the provisions of the TWSE's Disciplinary Standards for Securities Listing Review Personnel and Matters for Mutual Compliance by Securities Listing Review Committee Members, and remain detached, impartial, and objective to ensure compliance with all the procedural requirements of these Procedures and other applicable regulations. In the event of any violation or negligence, where verified through investigation, personnel shall be responsible for matters that fall within the scope of their duties.
- Where any concerns arise during the review period, the case handlers shall contact the applicant company, securities underwriter, and certified public accountant and request that they take the initiative to collect relevant information in timely fashion and provide explanations.
- Prior to the submission of the listing case for the review of the Review Committee, if the administering department has resolved to deny approval for listing, the TWSE's senior executive vice president shall convene relevant personnel to review the listing case again, and when necessary, require the applicant company and the securities underwriter to provide explanations; if they resolve to deny approval for listing, the signed approval of the TWSE's president may be obtained and the application then rejected outright.
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Article 7-1
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In cases where a company applies for listing of a stock that has already been GTSM listed and traded pursuant to Article 3 of the GreTai Securities Market Rules Governing the Review of Securities for Trading on the GTSM, the case will be handled by document review and exempted from review by the Review Committee. The administering department, however, as it deems necessary, may undertake an on-site audit and submit the case for review by the Review Committee, subject to prior signed authorization by the president of the TWSE.
If an application case is exempt from review by the Review Committee pursuant to the preceding paragraph, then except for a review of the underwriter's working papers for assessment of items under Article 9 of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, the provisions of Articles 6 and 7 herein regarding the working papers of the CPA and the underwriter need not apply.
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Article 10
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When a listed company issues new shares for capital increase and applies to list certificates of entitlement to new shares, the application shall be made within 15 days of the date of the competent authority's effective registration of the capital increase; where the company applies to list certificates of payment for stock, application shall be made within 15 days of the competent authority's effective registration of, and full receipt of payment for, the new shares. Following examination of the application and supporting documents for completeness, the administering department shall publicly announce the listing, report the listing to the TWSE's board of directors, and report to the competent authority for recordation. With respect to the listing of certificates of entitlement to shares from redemption of convertible corporate bonds, the responsible unit shall announce the listing according to the date stated on the "Application to List Global Depositary Receipts Representing Certificates of Entitlement to Stock Redeemed from Bonds" or "Declaration of Conversion of Domestic (Overseas) Securities" originally submitted by the applicant company and shall publish monthly public announcements of the conversion status.
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Article 11
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After examining all documents duly submitted by the applicant company to ensure completeness, the case handlers shall first complete a "New Stock Listing Preliminary Review Chart." After examining whether Article 14, Paragraph 2 of the TWSE's Regulations for Review of Securities Listings and Article 53-4 of the TWSE's Operating Rules are applicable to the applicant company and whether the number of shares that the applicant company undertakes to have underwritten is in compliance with the percentage requirements of the competent authority. (Applicants in compliance with the conditions in Article 11 of the TWSE's Regulations for Review of Securities Listings may be exempted from further underwriting requirements.) After obtaining signed approval from their superiors, the case handlers shall publicly announce the listing and report to the competent authority for recordation.
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Article 12
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The case handlers shall, after reviewing whether the applicant company meets the listing conditions set forth in Article 14, Paragraph 3 of the TWSE's Regulations for Review of Securities Listings and examining documents submitted by the applicant company for completeness and whether the number of shares the applicant company undertakes to have underwritten or has already had underwritten conforms with the percentage requirements provided in applicable regulations, proceed to carry out listing procedures on that basis, and submit the applicant company's application and relevant documentation to the competent authority forrecordation and report to the TWSE's board of directors.
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Article 13
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Where listed companies or foreign companies apply to list corporate bonds they have issued, the case handlers shall examine whether the documentation submitted by the applicant company is complete; if the foreign company has not previously issued Taiwan Depositary Receipts for trading on the Taiwan Stock Exchange, the case handlers shall assess compliance with the listing conditions set forth in Article 26, Paragraph 1 of the TWSE's Regulations for Review of Securities Listings based on the applicant company's listing application and supporting documentation, and upon finding it compliant, shall proceed to publicly announce the listing, and submit the listing contract with the applicant company and other documentation to the competent authority for recordation and report to the TWSE's board of directors.
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Article 14
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When an application is filed to list beneficiary certificates already approved for issuance, the case handlers shall inspect the submitted application documents for completeness and compliance with the provisions of Article 23 of the TWSE's Regulations for Review of Securities Listings. After the certification and issuance of the beneficiary certificates or registration of scripless issuance have been completed in accordance with the regulations of the competent authority, the case handlers shall publicly announce the listing, and submit the beneficiary certificate listing contract and other application documents to the competent authority for recordation and report to the TWSE's board of directors.
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Article 15
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A listed company issuing securities with detachable warrants shall, following the effective registration with the competent authority, apply with the TWSE for the listing of the detached company warrants. The management shall inspect that the documents submitted are complete, and after signing of the listing contract, will notify the company thereupon to handle the follow-up procedures for public sale and listing, and will report the listing contract to the competent authority for recordation.
The various procedures set out hereinabove for the review of listing of various kinds of securities shall apply mutatis mutandis to reviews of listing of other kinds of securities already approved for issue, depending on the nature of the specific securities under review.
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Article 18
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When the Review Committee convenes, reviews shall conducted for the following in accordance with the TWSE's Regulations for Review of Securities Listings and other relevant laws, regulations, and materials:
- Initial stock listing applications free of any of the conditions provided in any of the Sub-paragraphs of Paragraph 1 of Article 9 of the Regulations for Review of Securities Listings and violating no relevant provisions of the same Regulations shall require approval of a simple majority of the Review Committee members present.
- Initial stock listing applications meeting any one of the conditions provided in any of the sub-paragraphs of Article 9, Paragraph 1, other than subparagraphs 8 to 10, or in Article 18, Paragraph 2 of the TWSE's Regulations for Review of Securities Listings, or applications and reapplications in violation of applicable provisions of the same Regulations shall require approval of a two-thirds majority (inclusive) of Review Committee members present; however, the committee shall specify their overall considerations and concrete reasons for granting listing approval.
- Where approval for listing has been granted by resolution of the Review Committee, the case shall be recorded and submitted to the Board of Directors. Where a decision is made to submit the application to the Board of Directors following submission of supplementary materials, the applicant company shall be notified in writing of a deadline by which the supplementation shall be completed, at which time the application shall be submitted to the Board of Directors. Where listing approval is denied by a resolution, signed approval of the TWSE's president shall be obtained and the application rejected outright.
Applications submitted for reconsideration after rejection by the Board of Directors shall be handled in accordance with the preceding paragraph.
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Article 22
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For initial stock listing application cases in which the Board of Directors resolves to approve listing, upon completion of recording of the case, the case handlers shall first notify the applicant company via mail to supplement relevant materials, and except in cases which, pursuant to Article 7-1, are exempt from review by the Review Committee, shall closely examine the reasonableness of the applicant? responses to the securities listings Review Committee, after which it shall request the principal underwriter to supplement its assessment or request an opinion from a certified public accountant. Thereafter, the case handlers shall have the securities listing contract signed with the applicant company, and pursuant to Article 141 of the Securities Exchange Act, submit the review report and the securities listing contract to the competent authority for recordation.
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Article 23
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To streamline listing procedures for corporate bonds, beneficiary certificates, and other securities, the case handlers shall immediately submit the securities listing contract entered into between the TWSE and the applicant company and other related application documents to the competent authority for recordation.
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Article 24
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The case handlers shall examine the draft prospectus included in the application documents to ensure it has been supplemented as requested by the TWSE before submitting it to the competent authority for recordation.
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Article 25
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(This article is deleted.)
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Article 29
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Following the effective registration of the listing contract for an initial stock listing application, the case handlers shall notify the applicant company in writing to complete public offering of the stock and carry out centralized custody procedures (except where custody is not required) according to regulations and set a listing date with the TWSE. Only after these procedures are complete may the stocks be traded on a stock exchange.
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