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Article 4
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Where an issuing company applying for the listing of its stock meets the criteria listed below, the TWSE will agree to list its stock:
- Duration of corporate existence: It has been incorporated and registered under the Company Act for at least three years at the time of the application for listing; provided, this restriction shall not apply to public (state-owned) enterprises or to privatized public enterprises.
- Paid-in capital: At the time it applies for listing, its paid-in capital is NT$600 million or more and the number of shares of its publicly offered and issued common stock is 30 million shares or more.
- Profitability: The profit before tax in its financial reports meets either of the following criteria, and it does not have any accumulated deficit in the final accounting for the most recent fiscal year:
- The profit before tax for the most recent two fiscal years represents 6 percent or greater of the share capital stated on the financial report for the annual final accounts.
- The profit before tax for the most recent two fiscal years represents on average 6 percent or greater of the amount of paid-in capital in its final accounts and the profitability for the most recent fiscal year is greater than that for the immediately preceding fiscal year; or
- The profit before tax for the most recent five years represents 3 percent or greater of the share capital stated on the financial report for the annual final accounts.
- Dispersion of share ownership: The number of registered shareholders is 1,000 or more. Excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, the number of registered shareholders is at least 500, and the total number of shares they hold is 20 percent or greater of the total issued shares, or at least 10 million.
- An issuer listed in the food industry or whose income from catering business occupies at least 50 percent of its total operating revenue in the last fiscal year shall comply with the following:
- Establish a laboratory to engage in self-inspection.
- Deliver the raw materials, semi-finished products and finished products whose inspection is outsourced, to a laboratory or inspection institution certified or accredited by the Ministry of Health and Welfare, Taiwan Accreditation Foundation or an institution engaged by the Ministry of Health and Welfare, for inspection.
- Request a reasonable opinion from an independent specialist on its food safety monitoring plan, inspection cycle, items for inspection etc.
Where an issuing company applying for the listing of its stock has a market value of NT$5 billion or more and meets the criteria listed below, the TWSE will agree to list its stock:
- The company meets the conditions set forth in subparagraphs 1, 2, 4 and 5 of the preceding paragraph.
- Its operating revenue in the most recent fiscal year exceeds NT$5 billion and is better than the previous fiscal year.
- Its cash flow from operating activities in the most recent fiscal year is positive.
- The net worth on the financial reports for the most recent quarter is not lower than two-thirds of the capital stock identified in the financial report.
Where an issuing company applying for the listing of its stock has a market value of NT$6 billion or more and meets the criteria listed below, the TWSE will agree to list its stock:
- The company meets the conditions set forth in subparagraphs 1, 2, 4 and 5 of the first paragraph.
- Its operating revenue in the most recent fiscal year exceeds NT$3 billion and is better than the previous fiscal year.
- The net worth on the financial reports for the most recent quarter is not lower than two-thirds of the capital stock identified in the financial report.
The TWSE will agree to list the stock of an issuing company applying for the listing of its stock in accordance with the second paragraph or the preceding paragraph only if the value of the number of the securities to be listed and available for trading multiplied by the offering price for the price at which the security opens on its first day in the initial public offering has met the minimum requirement on the market value applicable to its application, except where its stock is already listed and traded on the GreTai Securities Market.
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Article 5
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Where the central authority in charge of the enterprise concerned has issued an unequivocal opinion certifying that the issuing company applying for the listing of its stock is a technology-based enterprise or a cultural and creative enterprise with market potential, and the said issuing company meets the criteria listed below, the TWSE will agree to list its stock:
- At the time it applies for listing, its paid-in capital is NT$300 million or more and the number of shares of its publicly offered and issued common stock is 20 million shares or more.
- (deleted)
- It is recommended in writing by the securities underwriter.
- Its net worth on its financial reports for the most recent quarter represents two-thirds or greater of the share capital stated on the financial report.
- The number of registered shareholders is 1,000 or more. Excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, the number of registered shareholders is at least 500.
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Article 6
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Where the issuing company applying for the listing of its stock is an important enterprise involved in national economic reconstruction projects which has been recognized and certified in writing by the authority in charge of the enterprise concerned and meets the following requirements, the TWSE will agree to list its stock:
- It is incorporated under the encouragement of the government, and 50 percent or greater of the total number of its issued shares as of the date of its application is held jointly by the Central Government or by the local autonomy organization(s) at the level of province (or municipality under direct jurisdiction of Executive Yuan) designated by the Central Government and the juristic person(s) with 50 percent or greater of its capital fund is contributed by the Central Government or the local autonomy organization(s) designated by the Central Government.
- Its paid-in capital is NT$1 billion or more at the time when it applies for listing.
- The dispersion of share ownership meets the criteria set forth in subparagraph 4, Article 4 of these Rules.
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Article 16
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Where an issuing company other than a government-owned enterprise applies for the listing of its stock and, in the financial reports for the most recent two fiscal years, its operating revenue derived from construction business represents 20 percent or greater of its total operating revenue, or its gross profit derived from construction business represents 20 percent or greater of its gross profit, or its operating revenue or gross profit derived from construction business is more than the operating revenue or gross profit derived from other items of its business activities, it shall in addition to complying with the relevant provisions of these Rules, meet the following conditions:
- There shall have been 8 full fiscal years since its incorporation.
- The amount of its paid-in capital shall be NT$600 million or more at the time when it applies for listing.
- The total equity shown in the most recent financial report and in the financial report for the most recent fiscal year shall reach 30 percent or more of the total value of its assets.
- The combined net value of houses and land held for sale and investment property shown in the most recent financial report and for the most recent fiscal year shall not exceed 70 percent of its total equity. However, if the company has obtained the use license for less than one year, or the company has reclassified under investment property any construction project that it launched with respect to superficies it had obtained under an agreement stipulating that it may only be leased and not sold, or the lease-out rate of the investment property reaches 50 percent or higher, such portion need not be included in the calculation.
- Its profit before tax for each of the most recent three fiscal years shall be in positive figures, and it does not have accumulated deficit in the most recent three fiscal years.
- Where its profitability remains in compliance with the criteria for listing of its stock after the profit derived from each project as prescribed below is deducted according to the calculation of CPAs:
- Purchase or sale of completed or uncompleted construction projects by others (referring to those for which invested construction cost has reached 40 percent or more of total construction cost).
- Purchase or sale of bare-land or house units already built.
- Acquisition and subsequent sale of either land or house originally held by the opposite party/parties as co-contractor.
- Sale of house or land to related party.
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Article 20
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An investment holding company applying for listing of its stock may apply only as a professional investment company and only with the purpose of controlling the business operations of other companies, and shall be approved for the listing of its stock if it meets the requirements of the following subparagraphs:
- Years of incorporation: Three full years have elapsed following registration of incorporation, or the years of actual operation of any of its held companies exceed three years.
- Equity: The net worth on the financial reports for the most recent quarter reaches NT$1 billion or more.
- Profitability: The ratio of profit before tax to net worth as stated on the financial report for each of the most recent two fiscal years reaches three percent or higher.
- Dispersion of share ownership: The standard of Article 4, subparagraph 4 is met.
- The company does not engage in any business other than investment.
- The company shall have two or more held companies, and the held companies may not be professional investment companies and may not hold shares of the applicant company.
- At least 70 percent of the net operating income in the financial reports shall come from the held companies.
- The sum total of the book value of its investment in the held companies shall equal 50 percent or more of each of its investments accounted for using equity method and net worth, as stated in the parent company only financial report.
- The company has not engaged in any borrowing or lending of funds with a non-financial institution.
- The ratio of total equity to total assets in the financial report for the most recent fiscal year shall reach one-third or more.
- In the event of an issuer listed in the food industry or whose income from catering business occupies at least 50 percent of its total operating revenue in the last fiscal year, at least one of the held companies that it holds shall comply with Article 4, paragraph 1, subparagraph 5.
A held company shall mean any of the following:
- An invested company of which an investment holding company directly holds more than 50 percent of the issued voting shares or has made a capital contribution of more than 50 percent.
- An invested company of which an investment holding company through its subsidiaries indirectly holds more than 50 percent of the issued voting shares or has made a capital contribution of more than 50 percent.
- An invested company of which an investment holding company directly, and indirectly through its subsidiaries, holds more than 50 percent of the issued voting shares or has made a capital contribution of more than 50 percent.
- A company of which an investment holding company directly or indirectly elects or appoints more than half of the directors for the board of directors.
If an investment holding company applying for listing of its stock has a net worth on the financial reports for the most recent quarter reaching NT$800 million or more, and its held company or companies contribute 50 percent of its total operating revenues, and the central competent authority for the relevant industry has provided an unequivocal opinion stating that such company or companies are technology enterprises or cultural and creative enterprises with market potential, it may be exempted from the application of paragraph 1, subparagraphs 1 and 3.
If the held company is required to be a professional investment company because the investment holding company has invested via a third location, it may be exempted from application of the provision of paragraph 1, subparagraph 6 that a held company may not be a professional investment company.
Notwithstanding that an investment holding company applying for the listing of its stock meets the listing criteria set forth in these Rules, the TWSE shall disagree to its listing if the circumstance in Article 9, paragraph 1, subparagraph 8 applies to any of its held companies, and the TWSE may disagree to its listing if any of the circumstances in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, or 12 applies to any of its held companies and the TWSE deems the listing inappropriate.
In case a held company more than 70 percent of whose shares are held by an investment holding company that is already domestically listed on the TWSE (or TPEx) shall have public sales of shares prior to listing to reduce the shareholding to below 70 percent.
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Article 20-1
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A financial holding company applying for listing of its stock, shall be approved for the listing of its stock if it meets the requirements of the following subparagraphs:
- It has obtained a letter of approval for the TWSE listing application from the competent authority for the relevant industry.
- Years of Incorporation: Three full years have elapsed since registration of incorporation, or the years of actual operation of any of its subsidiaries exceed three years.
- Profitability: The ratio of profit before tax to net worth as stated on the financial reports for most recent two fiscal years reaches 3 percent or higher.
- Dispersion of share ownership: The standard of Article 4, subparagraph 4 is met.
Notwithstanding that a financial holding company applying for the listing of its stock meets the listing criteria set forth in these Rules, the TWSE shall disagree to its listing if the circumstance of Article 9, paragraph 1, subparagraph 8 applies to any of its subsidiaries, and the TWSE may disagree to its listing if any of the circumstances of Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, or 12 applies to any of its subsidiaries and the TWSE deems the listing inappropriate.
A subsidiary more than 70 percent of whose shares are held by a financial holding company that is already domestically listed on the TWSE (or TPEx) may not apply for domestic TWSE listing.
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Article 20-2
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An application by a venture capital company for the listing of its stock will be granted if said companymeets the conditions set forth in Article 4 and below:
- Its articles of incorporation states the company’s intent of sustainable operations.
- Capital: At the time it applies for listing, its paid-in capital is NT$2 billion or more and the number of shares of its publicly offered and issued common stock is 100 million or more.
- It does not engage in any business other than as stipulated by the Rules Governing Guidance to Venture Capital Enterprises.
- At the time it applies for listing, the number of shares it holds in any public company does not exceed 30 percent of the total issued voting shares of said company.
- At the time it applies for listing, the total investment it holds in any invested company does not exceed 20 percent of the total assets shown in the applicant’s current financial reports.
- Both at the time it applies for listing and as at the date of financial reports in the last two fiscal years, its total investment reaches 60 percent or more of its total assets, except where the percentage requirement is met after the adjustments for change in value being a net increase in investment assessed at fair value are deducted from the total assets.
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