||Taiwan Stock Exchange Corporation Procedures for Review of Securities Listings(2013.01.23)
For initial stock listing applications, after receiving the application and supporting documents, the administering department shall form a task force consisting of two or more persons (depending on the overall current status of the human resources of the department) to assess each application. For applications by already-listed companies for issuance of new shares for capital increase, or for corporate bonds or other securities listings, the administering department shall designate a person to handle such applications. In addition to keeping the application and supporting documents in safe custody, for initial stock listing applications, the designated person shall also submit one copy each of the prospectus and the draft underwriter assessment report for public display.
After accepting the application for processing, the managing department shall retain an outside reviewer with field-specific expertise to give a consulting opinion on the matters provided in the Table of Consultation Matters. If questions arise relating to financial, accounting, or legal matters, the case-handling unit may also retain outside financial, accounting, and/or legal professionals to give a written opinion. Solicitation of written opinions shall be handled in accordance with the TWSE "Rules for Solicitation of Opinions in Reviews of Initial Applications for TWSE Listing by Public Companies." The aforesaid Rules will be separately adopted. The above regulations in regard to outside reviewers shall not apply to cases that, pursuant to Article 7-1, are exempt from review by the Review Committee. A transferee company of a demerger as referred to in Articles 53-21 and 53-24 of the TWSE Operating Rules, when applying for stock listing, may be exempt from the above provisions regarding solicitation of opinions.
The consulting opinions of the outside reviewers referred to in the preceding paragraph shall be delivered to the TWSE 15 days before the Review Committee meets.
For an application for an initial listing of a company's stock, the TWSE shall review the financial statements for the most recent 2 fiscal years approved by the company's board of directors, audited and attested by a certified public accountant (CPA), and recognized by the supervisor(s) or audit committee. If any irregular adjustments to accounting items are found, those items shall be reviewed in the financial report of the preceding year. In cases where the financial report approved by a regular shareholders meeting does not agree with that report, the financial report approved by the regular shareholders meeting shall also be submitted. For reference of the TWSE reviewers, an applicant company whose review period crosses over the time limit for submission of interim financial reports as provided in Article 36 of the Securities and Exchange Act will be notified to additionally submit the financial statements, already submitted to the board of directors and reviewed by the CPAs, for the most recent period of the year of application; where the review period crosses over the fiscal year of the application, the unaudited four major financial statements of the fiscal year of the application shall be additionally submitted. If an applicant company fails to provide the required documents within the specified periods, the TWSE shall return its application.
For an application for an initial listing of a state-owned enterprise's stock, if the listing contract has been approved by the TWSE, and the scheduled commencement date for conducting public underwriting falls after the deadline for public disclosure and filing of financial reports for relevant periods as provided in Article 36 of the Securities and Exchange Act, the state-owned enterprise shall submit to the TWSE the CPA-reviewed quarterly financial reports following the time limit set by the competent authority for listed companies, and transmit the electronic version of the quarterly financial reports to the Internet-based information reporting system designated by the TWSE.
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 CPAs, and take the particulars listed below into consideration:
- CPA Audit or Review Report:
- If there is a change of CPAs in the year of the application or the most recent 3 fiscal years preceding the application, the issuing company, the original CPAs, and the succeeding CPAs shall submit a written report explaining the change of accountants, and the case handlers shall ascertain the facts and reasons underlying the change.
- Where the review report issued by a CPAs on the interim financial report for the most recent period of the year of application 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 firms that audit the financial reports for the year of application and the most recent 3 fiscal years shall be the joint accounting firms approved by the competent authority.
- The audit report shall state that it is prepared in accordance with the regulations prescribed by the competent authority governing the preparation of financial reports by each enterprise.
- The CPAs of the applicant company for the most recent 2 fiscal years shall issue an audit report with an unqualified opinion and without reference to any other accountant's audit. If a major subsidiary of the applicant company is included in the CPA-reviewed financial report for the most recent period of the year of application, the CPAs shall issue an opinion on the major subsidiary without reference to any other accountant's review.
- None of the following circumstances may apply to the CPAs engaged by the applicant company, but this restriction does not apply when the disciplinary action or disposition is a warning or a reprimand and the disciplinary action or disposition or the event giving rise to the deficiency occurred 5 or more years before the date of application for listing:
- In the preceding 3 years, disciplinary action has been taken against the CPAs by the competent authority, or a disposition against the CPAs has been issued under Article 37, paragraph 3 of the Securities and Exchange Act.
- The CPAs have accumulated two or more demerits within the preceding year under the TWSE Regulations Governing the Handling of Errors by Certified Public Accountants in Auditing of Initial Applications for TWSE Listing or the GreTai Securities Market Regulations for Handling Deficiencies in Certified Public Accountants' Reviews of GTSM Listing Applications.
- Content of financial reports:
- Whether the kind, format, and content comply with the regulations prescribed by the competent authority governing the preparation of financial reports by each enterprise.
- Overall analysis of the report 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 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 CPAs' 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 CPAs.
- 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 property, plant and equipment involving transactions among related parties.
- The accounting treatment of capitalization of interest.
- Leasing: The accounting treatment and categorization of business leasing or financial leasing.
- Deferred assets: Those that shall be listed as expenses or losses for the current month, such as loss of profit due to suspension of work, start-up expenses, employee benefits, etc., may 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 large non-operating revenue or expenditures.
- 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 CPA 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 the Operating Procedures for Review of Internal Control Systems Inspection Reports Issued by CPAs.
- During the review process, the case handlers shall note whether the CPAs have 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 CPAs' 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 CPAs 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.
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 TWSE Regulations for Review of Securities Listings 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 CPAs 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.
- 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 provisions of the TWSE Regulations for Handling Deficiencies in Evaluation Reports or Other Related Information Submitted by a Securities Underwriter shall be handled, after obtaining signed approval by the TWSE's president, pursuant to Article 9 of the same Regulations.
The above-mentioned Regulations for Handling Deficiencies in Evaluation Reports or Other Related Information Submitted by a Securities Underwriter shall be separately prescribed by the TWSE.
- Internal Control Systems
- Gain an understanding of the results and attached assessment opinion from the CPAs' internal control system investigation, and of the CPAs' 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 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 CPAs' 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).
- CPA auditing procedures and financial report: Review the CPAs' 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 CPAs 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 CPA audit reports for the most recent 3 fiscal years and the notes and statements of major accounting items therein to ensure that the applicant company's financial reports is prepared in compliance with the regulations prescribed by the competent authority governing the preparation of financial reports by each enterprise. [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 prescribed 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 CPAs. 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, CPAs, 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 CPAs 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 CPAs 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.
Where the applicant company's initial stock listing application is voluntarily withdrawn by the applicant or rejected by the TWSE after resolution, if the reasons for the voluntary withdrawal or rejection the have been rectified or extinguished, and the recommending securities firm finds no impediment to listing after a thorough assessment, the company may apply for listing again only after filing with the TWSE a complete underwriter's assessment report and a financial report.
The financial report referred to in the preceding paragraph shall mean, if the voluntary withdrawal or rejection by the TWSE occurs in the first half of the fiscal year, the financial report for the second-quarter of that fiscal year that has been submitted to the board of directors and reviewed by the CPAs, or, if the voluntary withdrawal or rejection by the TWSE occurs in the latter half of the fiscal year, the financial report for that fiscal year that has been passed by the board of directors, audited and attested by the CPAs, and recognized by the supervisors or audit committee.