|
Article 28-4
|
|
A foreign issuer that applies for a TWSE primary listing of its stock may not have less than five directors on its board, and shall appoint no less than two independent directors, at least one of whom shall be domiciled in the Republic of China. However, when the laws and regulations of a foreign issuer's country of registration explicitly provide that important matters in connection with protection of shareholder equity are subject to mandatory provisions regarding exclusive jurisdiction of courts, such that the jurisdiction of Republic of China courts is not adopted as part of its articles of incorporation or organizational documents, then it shall have no less than two directors (including the independent directors) who are domiciled in the Republic of China.
A foreign issuer shall install either an audit committee or supervisors. That audit committee shall comprise all the independent directors; it may not have less than three members, one of whom shall be the convener. The minimum number of supervisors is three.
ROC laws and regulations regarding securities shall apply mutatis mutandis to the professional qualifications, restrictions on shareholding and the holding of concurrent posts, and the determination of independence, of the independent directors of the two preceding paragraphs.
A foreign issuer shall appoint a remuneration committee. ROC securities laws and regulations shall apply mutatis mutandis to the professional qualifications of and the exercise of powers by the committee members and related matters.
|
|
Article 28-7
|
|
A foreign issuer that applies for a TWSE primary listing of its stock shall in writing undertake as follows:
- When the TWSE deems it necessary to audit the foreign issuer's financial operations or money flow, the foreign issuer is willing to fully cooperate with the investigations of the TWSE and any attorney, CPA, or professional institution designated by the TWSE, to provide any and all information required by the TWSE, and agrees to be responsible for payment of investigation expenses.
- The foreign issuer will appoint a professional shareholder services agent in the Republic of China to handle shareholder services, and will continuously engage a lead securities underwriter from the date of listing to the end of the 2 subsequent fiscal years to assist it in complying with ROC securities laws and regulations, and the listing contract. However, if the foreign issuer applies for TWSE primary listing pursuant to Article 28-1, paragraph 2, the subsequent period in which the lead securities underwriter is continuously engaged for assistance may not be less than three fiscal years.
- The foreign issuer will add important matters concerning the protection of shareholders' equity in its articles of incorporation or organizational documents. If they are added to the organizational documents, the issuer shall state in its articles of incorporation that those matters will be separately handled in accordance with the organizational documents, and the procedures for additions to and amendments of the organizational documents shall be the same as those for the articles of incorporation. If, however, there is a conflict with mandatory provisions in the laws and regulations of the issuer's country of registration, such that the foreign issuer is unable to add these matters to its articles of incorporation or the organizational documents, the foreign issuer shall enhance disclosure of these matters by including any material discrepancies regarding protection of shareholder equity in the section of its prospectus for matters of special note.
- The shares under the listing application shall be delivered by the book-entry method.
- After listing, it will continue to comply with ROC securities laws and regulations, the listing contract, and the bylaws, rules, and public announcements of the TWSE.
- If the laws and regulations of the issuer's country of registration explicitly provide that important matters in connection with protection of shareholder equity are subject to mandatory provisions regarding exclusive jurisdiction of courts, such that the jurisdiction of Republic of China courts is not adopted as part of its articles of incorporation or organizational documents, the foreign issuer shall purchase directors' liability insurance for the duration of its listing.
If the laws and regulations of a foreign issuer's country of registration contain mandatory provisions conflicting with provisions requiring mutatis mutandis application of the ROC Securities and Exchange Act, the mutatis mutandis application of the Securities and Exchange Act may only be eliminated when the foreign issuer is included in the scope of a prior public announcement of the competent authority allowing exemption from the application of specific provisions of the Securities and Exchange Act.
|