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Article 25
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The TWSE shall publicly announce the listing of government bonds issued by foreign governments and bonds issued by international organizations, upon being notified by the Competent Authority.
Where foreign issuers apply for the listing of bonds and the underlying pricing of which is computed in New Taiwan Dollars or foreign currency, the TWSE may issue documentation evidencing approval of the listing thereof if they meet the criteria as set out by the Competent Authority.
Where the issuer has obtained a certificate from the TWSE approving its application for listing bonds under the preceding paragraph, the TWSE will, after a filing for effective registration of the issuance of such bonds has been made with the Competent Authority and the issuance is completed, publicly announce the listing thereof, and report the Agreement for Listing Foreign Bonds to the Competent Authority for recordation.
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Article 26
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Approval will be granted for the application submitted by a foreign issuer or its depositary institution for listing of Taiwan depositary receipts proposed to be issued if the application meets the following requirements:
- Units of Taiwan depositary receipts to be listed: 20 million units or more or market value of NT$300 million or more; provided that the listed units may not exceed 50 percent of the total number of shares issued by the foreign issuer.
- The stock, or the securities representing the stock, issued by the foreign issuer in accordance with the laws of its country of registration are already listed and traded on the main board of one of the overseas securities markets approved by the Competent Authority before the listing of the Taiwan depositary receipts under the listing application.
- Net worth: At the time of application for listing, the net worth stated on the financial report audited and attested by a CPA for the most recent period shall not be less than the equivalent of NT$600 million.
- Profitability: It does not have accumulated deficit in the most recent fiscal year and meets one of the following criteria:
- The ratio of profit before tax to net worth in the final accounting for the most recent year is 6 percent or higher.
- The ratio of profit before tax to net worth in the final accounting for each of the past two fiscal years is 3 percent or higher, or the average is 3 percent or higher, and the profitability in the most recent fiscal year is better year-on-year than in the preceding year.
- The profit before tax for each of the most recent two years shall be NT$250 million or more.
- Dispersion of share ownership: At the time of proposed listing, the number of holders of the Taiwan depositary receipts in the Republic of China is not less than 1,000 persons, and the total number of units held by holders other than insiders of the foreign issuer and juristic persons of which such insiders own over 50 percent of the shareholding is not less than 20 percent of the total units issued or is 10 million units or more.
- There shall be no restriction on transfer of stock, or securities representing such stock, represented by Taiwan depositary receipts.
- The rights and obligations of the holders of stock, or securities representing such stock, represented by Taiwan depositary receipts shall be identical with those of other stock, or securities representing such stock, of the same class issued at the same time.
- There is no abnormal fluctuation in the price of the stock represented by the Taiwan depositary receipts during the 3 months before the listing agreement for Taiwan depositary receipts takes effect.
- The depositary institution has not, within the past year, been sanctioned by the TWSE for any error in information reporting, where the circumstances were serious.
The financial information referred to in subparagraphs 3 and 4 of the preceding paragraph will be examined [by the TWSE] based on the consolidated report or the consolidated financial statement prepared by the said foreign issuer in accordance with the laws and regulations of its country of registration or the country of listing and the audit opinion issued by a CPA in the Republic of China stating the differences between the accounting principles applicable in the Republic of China and the accounting principles applicable in the country of registration or the country of listing of the said foreign issuer and the impact of such differences on such financial reports.
The net worth and profit before tax as referred to in paragraph 1, subparagraphs 3 and 4 shall mean, for consolidated financial reports, the amount attributable to owners of the parent.
Unless otherwise prescribed by the Competent Authority, after the listing agreement with respect to the application for listing of Taiwan Depositary Receipts has taken effect, the foreign issuer shall conduct a public sale pursuant to regulations from the date of the TWSE's written notification. If the Taiwan Depositary Receipts for which the foreign issuer applied for listing are not listed for trading within 3 months from the date of the TWSE's written notification, the TWSE shall void the listing agreement, and report to the Competent Authority for recordation. Notwithstanding, if the foreign issuer, with legitimate reason, applies for an extension, then after the TWSE approves such extension, the foreign issuer may be granted a one-time only 3-month extension, which shall be reported to the Competent Authority for recordation. The foreign issuer shall undertake in writing that, after listing, it will establish a reporting system with the TWSE for automatic synchronous reporting of material information.
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Article 27-2
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If a foreign issuer that applies for a TWSE secondary stock listing, or to sponsor issuance of Taiwan Depositary Receipts by a depositary institution, complies with all listing requirements specified in these Rules, but any of the circumstances listed in the subparagraphs below exists, and the TWSE deems the listing inappropriate, the TWSE need not approve the listing:
- Any circumstance having a serious impact on the company's financial or business condition, or sufficient to cause its dissolution or changes to its organization or capital, or the company acts deceptively or illegally such that the post-listing price of its securities is affected, with a likelihood of affecting market order or harming the public interest.
- The applicant company, or any incumbent director, supervisor, general manager or de facto responsible person of the company, has acted in violation of the principle of good faith in the most recent three years.
- The applicant company, or any incumbent director, supervisor, general manager or de facto responsible person of the company, has had a sanction or disposition imposed by a competent securities authority or securities exchange of the country of listing in the most recent three years, and the circumstances are serious.
- There has been serious deterioration in its business operation.
- The TWSE deems listing inappropriate on any other grounds.
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