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Taiwan Stock Exchange Corporation Procedures for Review of Securities Listings(2014.08.22) |
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Article 4
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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 company referred to in Articles 53-8, 53-18, 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.
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Article 7-1
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The following applications for TWSE listing of stocks 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:
- Where a company whose stock is already listed and traded on the GTSM pursuant to Article 3 of the GreTai Securities Market Rules Governing the Review of Securities for Trading on the GTSM applies for TWSE listing of its stock.
- Where a company applies for TWSE listing of its stock pursuant to Article 53-8, 53-18, 53-21, or 53-24 of the TWSE Operating Rules.
With respect to an application case exempt from review by the Review Committee pursuant to the preceding paragraph, except for a review of the underwriter's working papers for assessment of items under Article 9 of the TWSE Rules Governing Review of Securities Listings, Articles 6 and 7 herein regarding the working papers of the CPAs and the underwriter need not apply.
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Article 7-2
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In cases where an application is exempt from review by the review committee pursuant to the preceding Article 7-1, and where the administering department has passed a resolution within 1 month following receipt of application documents but where exceptional circumstances are present, it may extend the review period, based either on the requirements of the review or at the request of the applicant company, subject to receiving prior signed authorization by the president of the TWSE. Any extension of a review period granted pursuant to a request by the applicant company shall be for 1 month only.
Where the administering department has resolved to approve listing under the preceding paragraph, the case shall be submitted to the Board of Directors for consideration; where it 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 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 Article 9, paragraph 1 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 that meet any of the conditions provided in the subparagraphs of Article 9, paragraph 1 of the TWSE's Regulations for Review of Securities Listings, except for subparagraphs 8, 9, and 10, or that violate any applicable provision of the same Regulations, except for Articles 18 and 19, and re-applications for initial stock listing, 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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