These Rules are adopted pursuant to Article 140 of the Securities and Exchange Act.
When a foreign issuer and its depository institution, in accordance with Article 139 of the Securities and Exchange Act, apply to the Taiwan Stock Exchange Corporation (TWSE) for exchange listing of a previously approved public issue of Taiwan depositary receipts, then in accordance with Article 141 of the same Act, they shall enter into a contract for the listing of Taiwan depositary receipts based on the matters prescribed in these Rules.
A contract for the listing of Taiwan depositary receipts shall expressly state the name and quantity of the securities represented by the overseas depositary receipts under application for listing, the date of issuance of the Taiwan depositary receipts, the total number of units to be issued, the price per unit, and the total value of the issue.
A contract for the listing of Taiwan depositary receipts shall expressly provide that when due to a change in the equity holdings of a director, supervisor, or managerial officer, or of a shareholder holding more than 10 percent of its shares, the foreign issuer is required under the laws and regulations of its home country or a country where its stock is listed to file and publicly announce that information in any one location, then its depository institution within the territory of the Republic of China shall be required to file the same information at the same time with the competent authority and the TWSE and to publicly announce the information.
When a foreign issuer, pursuant to the laws and regulations of the country where it is listed, is required to file and publicly announce documents and materials with the competent authority or with the securities exchange or securities market on which the securities represented by the Taiwan depository receipts are listed, it shall, either by itself or through its depository institution within the territory of the Republic of China, simultaneously file and publicly announce the same with the competent authority and the TWSE.
If a foreign issuer intends to buy back on the TWSE centralized securities market any Taiwan depository receipts it previously issued, insofar as there is no conflict with the laws and regulations of the country in which it is registered or listed, the foreign issuer may do so upon the approval of a majority of the directors present at a directors meeting attended by two-thirds or more of directors, and shall comply with the TWSE Rules Governing the Repurchase of Taiwan Depositary Receipts by Secondary Listed Companies in so doing.
The purpose of a repurchase of Taiwan depository receipts referred to in the preceding paragraph shall be limited to redeeming and canceling the securities represented by the Taiwan depository receipts.
When the foreign issuer buys back on the TWSE centralized securities market any Taiwan depository receipts it previously issued, it shall carry out filing and disclosure within the time limit provided in the applicable TWSE regulations concerning the disclosure of material information.
All provisions pertaining to Taiwan depositary receipts in securities-related laws and regulations, TWSE bylaws, and TWSE public announcements are an integral part of the listing contract and shall be complied with by the foreign issuer, its agent for litigious and non-litigious matters, its depository institutions, and the TWSE.
If there is a subsequent increase or decrease in the number of listed Taiwan depositary receipts, or if a change in the company's name, a capital decrease, or some other matter results in a change in particular items, then the listing report that is approved by the TWSE, or the increase, decrease, or change in particular items set out in the application for contract amendment, will also be deemed an integral part of the listing contract.
After the listing contract takes effect, the foreign issuer and its depository institution shall be subject mutatis mutandis to the listing fee rate standards adopted by the TWSE, and shall pay a listing fee to the TWSE upon initial listing and within one month of the beginning of each year thereafter.
On the basis of applicable laws, regulations, or TWSE bylaws, or when it deems it necessary due to other reasons sufficient to affect market order or investor rights and interests, the TWSE may impose an altered trading method on listed Taiwan depositary receipts, and shall report the matter to the competent authority for recordation within one month after implementation; or, it may suspend trading of or delist the listed Taiwan depositary receipts and report the matter to the competent authority for recordation.
The governing law for a listing contract for Taiwan depositary receipts is the law of the Republic of China. The Taiwan Taipei District Court is the competent court of jurisdiction for any litigation arising in connection with a listing contract for Taiwan depositary receipts.
These Rules, and any amendments hereto, shall take effect upon approval by the competent authority.