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Article 28-12
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If a primary listed company issues new shares of a stock that is the same type as a stock already listed and applies for listing of the new shares, the new shares will be listed in accordance with the provisions of Article 139, paragraph 2, applied mutatis mutandis under Article 165-1, of the Securities and Exchange Act.
Where a primary listed company issues new shares that are not of the same type of stocks as those which have already been listed and applies for listing of the new shares, the TWSE may agree to list the new shares if the following conditions are met:
- the total issue amount of the shares under application for listing is NT$300 million or more, with 30 million or more shares issued.
- the company offers the shares for sale to the public before listing in accordance with Article 28-10, paragraph 1.
- the share ownership dispersion standards in Article 8, paragraph 3 are met.
A primary listed company applying for listing of shares issued by it that are not of the same type of stock as those already listed and that are redeemable for cash upon maturity shall comply with the provisions of paragraph 2; however, the share ownership dispersion standards in subparagraph 3 shall not apply.
In the case where a primary listed company issues securities with detachable warrants, it shall, upon effective registration with the Competent Authority, apply to the TWSE for listing of the detached company warrants, and such warrants may be listed and traded on the TWSE market only when the total number of warrants specified in the application for listing and trading is five million units or more and they are offered for sale to the public, and also upon satisfaction of either of the following share ownership dispersion standards, provided that in the case of preferred shares with detachable warrants that fail to meet the listing conditions for preferred shares as specified in paragraph 2, the detached company warrants may not be listed:
- If the total number of stock subscription options is less than 20 million units, the number of holders of the warrants shall be 50 persons or more.
- If the total number of stock subscription options is 20 million units or more, the number of holders of the warrants shall be 100 persons or more.
If a primary listed company has issued common shares in response to the exercise of conversion rights or subscription rights under preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, convertible corporate bonds, or detached company warrants issued by the company, the company shall promptly file a report on the Internet information reporting system designated by the TWSE, and may be exempted from the requirement of public sale under Article 28-10.
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Article 38
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When a TIB listed company or a TIB primary listed company is issuing new shares of the same class, listing of these shares shall be governed by Article 139, paragraph 2 of the Securities and Exchange Act. The issued certificates of entitlement to new shares from convertible bond shall also be listed and traded at the TWSE markets in accordance with the above regulations.
When a TIB listed company or TIB primary listed company applies for listing of stocks of a class different from its listed stocks, its application for listing may be approved if the following conditions are met:
- The total value of shares applied for listing exceeds NT$50 million and 5 million or more shares will be issued.
- It shall engage in relisting public sale in accordance with Article 36, paragraph 1 or 2.
- Dispersion of share ownership: The number of registered shareholders is 30 or more. Excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, registered shareholders hold 5 percent or more of the all issued special shares, or at least 3 million shares.
The requirements under paragraph 2 shall govern if a TIB listed company or a TIB primary listed company is applying for listing of stocks of a class different from its listed stocks that may be redeemed in cash upon maturity, in which case the criteria on dispersion of share ownership under subparagraph 3 shall not apply.
A TIB listed company or primary listed company shall apply for listing of the stock warrant certificates and certificates of entitlement to new shares it issues within 15 days after the cash increase plan is reported to the competent authority and takes effect, or apply for listing of the certificates of payment within 15 days of the cash increase plan is reported to the competent authority and takes effect and all payments of shares have been received to be allowed for listed and trading at the TWSE markets.
If a TIB listed company or a TIB primary listed company issues securities with detachable share options, it shall, after its plan has been reported to the competent authority and taken effect, apply to the TWSE for listing of detached share options. The number of units of share options it applies for listing must be 3 million or more, and these options must be offered for public sale and meet the following criteria on dispersion of share ownership before they may be listed and traded at the TWSE markets. Notwithstanding, if special shares with detachable share options fail to meet the conditions of listing of special shares under subparagraph 2, their detached share options may not be listed:
- If the total units of share options are less than 10 million, there should be at least 30 holders of these share options.
- If the total units of share options are 20 million or more, there should be at least 50 holders of these share options.
A TIB listed company or a TIB primary listed company shall complete registration of its common shares issued at the Internet information reporting system designated by the TWSE after having exercised conversion rights or share options based on preferred shares with stock options, convertible preferred shares, bonds with share options, convertible bonds and detached share options, in which case the public sale required under Article 36 may be waived.
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