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Amendments

Title：

Taiwan Stock Exchange Corporation Rules Governing the Particulars to be Recorded in Prospectuses for Initial Securities Listing Applications  CH

Amended Date： 2024.08.09 (Articles 6 amended,English version coming soon)
Current English version amended on 2023.11.29 
Categories： Primary Market > Review
Article Content Content Search Article No. Search Legal Basis Amended Article Attachment Legislative History Chinese

Title： Taiwan Stock Exchange Corporation Rules Governing the Particulars to be Recorded in Prospectuses for Initial Securities Listing Applications(2016.01.25)
Date：
Article 4     Front cover of the prospectus (supplementing Article 3 of the Prospectus Regulations):
  1. Where an issuing company files an application for the listing of securities as a technology or cultural and creative enterprise, it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 5 (or Article 28-1, Paragraph 2) of the Rules Governing Review of Securities Listings ("Listings Review Rules") and, as a technology or cultural and creative enterprise, our business entails considerable risks."
  2. Where an issuing company files an initial application for the listing of securities in accordance with Article 6 of the Listings Review Rules, it shall include the following wording in clear typeface on the front cover of the prospectus: " Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 6 of the Listings Review Rules and, as an important enterprise involved in national economic reconstruction projects, we are not required to meet the listing criteria with regard to profitability".
  3. Where an issuing company applies for listing as an information software enterprise, it shall include the following wording in clear typeface on the front cover of the prospectus: " Investors are hereby put on special notice that we are a company applying for a listing of stocks according to provisions governing information software enterprises and are engaged in information software business".
  4. Where an issuing company applies for listing as an investment holding, financial holding company or venture capital company, it shall include the following wording in clear typeface on the front cover of the prospectus: " Investors are hereby put on special notice that we are a company applying for a listing of stocks as an investment holding, financial holding company or venture capital company and are engaged in the holdings or investment business."
  5. Where an issuing company files an initial listing application in accordance with Article 6-1 of the Listings Review Rules, it shall include the period of existence of the concession agreements acquired by the company and the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 6-1 of the Listings Review Rules. We are an enterprise participating in major national public construction projects under encouragement of the government and are not required to meet the listing criteria with regard to profitability."
  6. Where an issuing company issues new shares to increase cash capital and commissions a securities underwriter to handle the public offering before an initial listing, it shall include the following wording in clear typeface on the front cover of the prospectus: "This Prospectus is applicable to an initial listing of securities. We plan to issue new shares to increase the cash capital and commission a securities underwriter to handle the public offering before the listing."
  7. Where an issuing company provides publicly offered and issued stock for an over-allotment option for the lead securities underwriter, such company shall include the following wording in clear typeface on the front cover of the prospectus: "For cases of underwriting initial listings, there will be no price limits for the first five trading days after listing. Investors shall be aware of the risks of trading."
  8. Where a Foreign Issuing Company applies for an initial listing of stocks, it shall include the following wording in clear typeface on the front cover of the prospectus: "For the year of listing and two years thereafter, the Company will continue to commission the lead securities underwriter to assist the Company with compliance with R.O.C. securities laws and regulations, the Taiwan Stock Exchange rules and regulations and bulletins, and listing contracts."
  9. A Foreign Issuing Company shall specify the following fees as related to the application for listing of its shares in clear typeface on the front cover of the prospectus:
    1. Underwriting fees, exposition and counseling fees, compensation for securities underwriting on a firm commitment basis, or best-efforts underwriting fees.
    2. Listing review fees.
    3. Other fees, including fees for accountants, lawyers, and printing etc. No detailed enumeration for each item is required.
Article 5     Abstract of the prospectus (supplementing Article 7 of the Prospectus Regulations and revising Appendix 1):
  1. Where the listing application is filed in accordance with Article 6-1 of the Listings Review Rules or by the applicant as a technology enterprise or information software enterprise, the job titles, names, and shareholdings of the major shareholders, technical stock shareholders, chief of each unit at each level, technical and R&D chiefs, and relevant technical and R&D personnel shall be added.
  2. Where the company applying for listing is in the form of an investment holding or financial holding company, a summarized list of companies controlled by the company applying for listing or subsidiaries shall be added, including company names, addresses, telephone numbers, major products, market structures, shares held by the investment holding or financial holding company in such controlled companies or subsidiaries, and operating income, profitability and the ratio between the operating income of the controlled companies or subsidiaries and that of the investment holding or financial holding company for the past two fiscal years.
  3. In the event new shares are issued to increase capital and a securities underwriter is commissioned to handle the public offering before an initial listing, details regarding the proposed number of shares to be issued for capital increase and purposes of the capital increase shall be provided, and disclosure of the plan of cash capital increase shall be increased through the application of Articles 24, Subparagraphs 1, 8, and 10 of the Prospectus Regulations mutatis mutandis.
  4. An issuing company providing publicly offered and issued shares for an over-allotment option for the lead securities underwriter shall explain clearly information pertaining to the lead securities underwriter's over-allotment and price stability.
  5. Where a company applies for listing as a venture capital company, it shall additionally provide (1) a summarized list of the five largest invested companies, including company names, major products, market structures, shares held by the applicant in such companies, and the ratio of the applicant's total investment to its total assets as shown in its current financial reports, (2) the ratio of its total investment to its total assets both at the time it applies for listing and as at the date of financial reports in the last two fiscal years, (3) its investments in TWSE (or GTSM) listed securities and securities listed on the Emerging Stock Market.
Article 9     Company operation (supplementing Article 19 of the Prospectus Regulations):
  1. Where the listing application is filed by the applicant as a technology enterprise, the following information shall be added:
    1. On market and production and sale, an R & D plan containing an analysis of product technology and sustainable development, including:
      1. The level, source, protection (patent rights and status of legal protection), and upgrading of production and development technology of products.
      2. The competitive edge, life cycle and potential for sustainable development of current major products and the R & D plans for new products.
    2. Where the enterprise is in the biotechnology industry, pharmaceutical industry, or medical-apparatus industry, the following information shall be added: the fact that it has obtained license from the Competent Authority according to laws and regulations for conducting clinical trials on human bodies or field experiments or for domestic engagement in R & D in the biotechnology industry or medical-apparatus industry; track records of the production and sale of products or provision of technical services in connection with biotech or medical apparatus; together with the ratio of the operating revenue and R & D cost of the products and related technical services to the total operating revenue of the company in the most recent year.
    3. Where a company terminated part of its business, spun off part of its business into independent companies, or was transferred to or merged with other companies in the year prior to applying for a listing due to business adjustment, the following information shall be added: the businesses terminated, transferred or merged; currently existing businesses; and the ratio of the operating revenue and R & D cost of the currently existing businesses to the total operating revenue of the company in the preceding year.
    4. With regard to the number of operating personnel in the most recent two years, information reflecting the turnover of officers, technical and R & D personnel, and other employees shall be added.
  2. Where the listing application is filed according to provisions governing information software enterprises:
    3. In addition to matters prescribed in Paragraphs 1.A and 1.D above, the following information shall be added: future stability and growth of profits and subject items for research, R & D budget and business development projects for the most recent five years and next five years.
  3. Where the company files the listing application as an investment holding, financial holding company or venture capital company, in addition to its management and investment strategies, the applicant shall further include the operation and profits of each of its controlled companies, subsidiaries or invested companies regarding the market and production and sale.
  4. Where the company files the listing application in accordance with Article 6-1 of the Listings Review Rules, besides a general description of its operation and its business plans, the following information shall be added:
    1. Construction plans and feasibility analyses.
    2. Financial plans for construction periods (including forecasts for cash flow and plans for capital increase, capital decrease, loans, and debt service).
    3. Risk management plans for constructions periods.
    4. Business plans and related assumptions.
    5. Financial plans for operational phases (including forecasts for the operating revenue, operational costs and profits, financial forecasts, and plans for capital increase, capital decrease, loan and debt service for the first five years of the operational phase), unless the company has already commenced operation by the time it files the listing application.
  5. An issuing company shall add the following information:
    1. Whether the company has the ability to adjust itself to meet any changes in the economic environment.
    2. Whether the transactions among the issuing company and persons related to its subsidiaries are reasonable. (This requirement does not apply to business transactions conducted by public enterprises in accordance with the Audit Act.)