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Article 3
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If an issuer applies for TPEx trading of its stocks as a technology-based enterprise, or a cultural or creative enterprise, or based on the "net worth, operating revenue, or cash flow from operating activities" standard set out in Article 3, paragraph 1, subparagraph 2 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx (the "TPEx Review Rules"), Article 3, paragraph 1, subparagraph 2 of the Taipei Exchange Supplemental Directions for Applications by Investment Holding Companies for TPEx Listing, or Article 4, paragraph 1, subparagraph 6 of the Taipei Exchange Rules Governing the Review of Foreign Securities for Trading on the TPEx (the "Foreign Securities Review Rules"), it shall furthermore comply with the following rules:
- The sentence: "Investors please note that the Company is a technology-based enterprise (or cultural or creative enterprise), or has applied for TPEx listing based on the "net worth, operating revenue, or cash flow from operating activities" standard, for which profitability is not a requirement for TPEx listing." shall be printed prominently on the front cover of the prospectus (supplementing the provisions under Article 3 of the Prospectus Regulations).
- The summary section in the prospectus (supplementing the provisions under Article 7 of the Prospectus Regulations, and amending Table 1) shall additionally list the technical shareholders, and the position titles, names, and shareholding ratios of chief officers of units at all levels, the chief officers of technology and research and development, and the relevant technology and research and development personnel.
- The section on company organization (supplementing the provisions under Article 10 of the Prospectus Regulations, and amending Table 2) shall additionally list summaries of the qualifications and experience of the technology and research and development personnel.
- The section on capital and shares (supplementing the provisions under Article 11 of the Prospectus Regulations, and amending Table 13) shall additionally list the changes to shareholdings of the current directors, technical shareholders, managers, and technology and research and development personnel, and shareholders holding more than 5 percent of the total amount of issued shares of the company.
- The section on operation of the company (supplementing the provisions under Article 19) shall additionally list the following matters:
- The section on the market and production/sales shall additionally list the research and development plan for product technology analysis and continuous development, which includes:
- The level, origin, safeguard (with respect to patent rights and legal protections), and upgrade of product manufacturing and development technologies.
- The competitive edge, life cycle, and continuous development of the current major products, and the research and development plan for new products.
- The section on the number of employees for the most recent 3 fiscal years shall additionally list the employment turnover and movement of managers, and technology and research and development personnel, and other employees.
When an issuer applies for TPEx trading of its stock pursuant to the preceding paragraph, if it offers, for public sale, cash capital increase new shares issued prior to the TPEx listing and reserves a specified percentage of the shares for allocation via negotiated sale, it shall further comply with the following rules:
- The section on special items to be included (supplementing the provisions under Article 31 of the Prospectus Regulations) shall additionally list the following matters:
- A list of investors for allocation via negotiated sale, the number of shares agreed for subscription, the total number of shares agreed for allocation, the percentage those shares comprise of the number of shares in the current issue, the sale restrictions on the allocated shares, and other relevant matters, together with assessment opinions from a recommending securities firm(s) as to the reasonableness of these matters, the financial payment ability of the investors, and the appropriateness of the agreed upon matters.
- Written statements produced by the issuer and recommending securities firm that the issuer or recommending securities firm does not provide any benefit to the investors for allocation via negotiated sale or their designees, directly or indirectly, in any form, by any means, or for any reason.
- Written statement produced by an investor for allocation via negotiated sale that the investor or the investor's designee does not demand or receive any benefit from the issuer or recommending securities firm, provided directly or indirectly, in any form, by any means, or for any reason.
- The section on important resolutions (supplementing the provisions under Article 33 of the Prospectus Regulations) shall additionally include the complete content of the resolutions adopted at a shareholders meeting for the proposed allocation via negotiated sale. The statement of reasons for convening that shareholders meeting shall list relevant matters and provide relevant explanations.
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Article 6
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If a domestic issuer applies for TPEx trading of its stock as a software company, it shall follow the following rules:
- The summary section in the prospectus (supplementing the provisions under Article 7 of the Prospectus Regulations) shall additionally list the technical shareholders, and the position titles, names, and shareholding ratios of the chief officers of units at all levels, the chief officers of technology and research and development, and the relevant technology and research and development personnel.
- The section on company organization (supplementing the provisions under Article 10 of the Prospectus Regulations) shall additionally list summaries of the qualifications and experience of the technology and research and development personnel.
- The section on capital and shares (supplementing the provisions under Article 11 of the Prospectus Regulations) shall additionally list the changes to shareholdings of the current directors, technical shareholders, managers, and technology and research and development personnel, and shareholders holding more than five percent of the total shares of the company.
- The section on operation of the company (supplementing the provisions under Article 19) shall additionally list the following matters:
- The section on the market and production/sales shall additionally list the research and development plan for product technology analysis and continuous development, which includes:
- Research projects and research expenses for the most recent 5 years and the future 3 years.
- The level, origin, safeguard (with respect to patent rights and legal protections), and upgrade of product manufacturing and development technologies.
- The competitive edge, life cycle, and continuous development of the current major products, and the research and development plan for new products.
- The section on the number of employees for the most recent 3 fiscal years shall additionally list the employment turnover and movement of managers, and technology and research and development personnel, and other employees.
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Article 16-1
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The section on company organization (supplementing the provisions under Article 10 of the Prospectus Regulations) shall additionally publish the following matters:
for any persons who are not directors of the issuer but who substantially perform a director's duties or control the company's personnel, finance or business operation, thereby substantially directing directors in their performance of duties, specify such non-directors' names, education, work experiences, shareholdings, concurrent positions held in the issuer and other companies, relationship with the issuer's directors, and actual control over the issuer shall be added; in the case of a foreign issuer, the above-mentioned non-directors' legal responsibilities under the laws and regulations of the country where the issuer is incorporated shall further be identified.
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