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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 9
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Notwithstanding the fact that an issuing company applying for the listing of its stock meets the listing criteria set forth in these Rules, the TWSE may disagree to its listing if the issuing company has any of the events listed below, except for any of those in subparagraphs 8, 9, or 10 under which the TWSE shall disagree to its listing, and is deemed by the TWSE to be inappropriate for listing:
- It has any of the events set forth in Article 156, paragraph 1, subparagraphs 1 and 2 of the Securities and Exchange Act, or has made misrepresentation or false statement or conducted unlawful activities that may affect the price of its securities after listing thereof, and will cause fear that the market order may be affected or the public interests may be harmed.
- Its financial or business affairs are not independent from other person(s).
- It has had any material labor dispute or environmental pollution sufficient to affect its normal financial and business operations, and has not made improvement.
- It has been discovered any material non-arms-length transaction and has not made improvement.
- After the capital increase through a new share issue which has been effected or is being effected in the year in which it applies for listing is included in the amount of paid-in capital in its final account for the respective year, it does not meet the listing criteria.
- It has failed to effectively implement its written accounting system, internal control system, or internal audit system, or has failed to prepare financial reports in accordance with relevant laws and regulations and generally accepted accounting principles, and the event of this failure is considered as material.
- There has been serious deterioration in its business operation.
- Where the applicant company conducted any activities in violation of the principle of good faith in the most recent five years, or where its directors, general manager or de facto responsible person violated the same principle in the most recent three years.
- If an applicant company has less than five directors or same-sex directors on its board of directors, or its independent directors number less than three persons or less than one-third of the number of directors; or if any of its board of directors are unable to independently exercise their functions; or if it has not appointed the remuneration committee pursuant to Article 14-6 of the Securities and Exchange Act and related provisions. Additionally, among the elected independent directors, at least one of them must be a professional in accounting or finance.
- Where the applicant company has been registered for trading as an emerging stock on the TPEx in the fiscal year of the listing application and the most recent fiscal year thereto, and there has been, from the TPEx registration date onward, any trading of stock issued by the applicant company by any incumbent director, or shareholder holding 10 percent or greater of its total issued shares other than on the emerging stock market; provided, this restriction shall not apply where such trading is for purposes of underwriting under Article 11 of these Rules or for other legitimate reason.
- Where the shares of the applicant company are held by a TWSE (or TPEx) listed company and TPExmeet any of the following conditions, and any equity transfer conducted by the TWSE (or TPEx) listed company during the most recent three years for purposes of reducing its shareholding ratio in the applicant company has not been conducted in a manner giving pre-emptive subscription rights to the existing shareholders, or in other manner not detrimental to the rights and interests of the shareholders of the TWSE (or TPEx) listed company:
- The applicant company is the existing or newly established company being transferred business or assets due to a demerger of the TWSE (or TPEx) listed company.
- The applicant company is a subsidiary of the TWSE (or TPEx) listed company, and during the three-year period before the application for TWSE listing, the TWSE (or TPEx) listed company has cumulatively reduced its direct or indirect shareholding in the applicant company by 20 percent or more.
- Where the listing is considered by the TWSE as inappropriate due to its scope of business, nature or special circumstances.
Subparagraph 2 of the immediately preceding paragraph shall not apply to companies applying for listing which are government-owned enterprises.
The ending date of the applicable periods referred to in various subparagraphs of paragraph 1 of this Article shall be the day immediately before the date on which the Agreement for Listing takes effect.
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Article 11
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Where an issuing company applies for initial listing of its common stock or any type(s) of preferred shares it shall allocate a percentage, as specified by the TWSE, of the total number of shares as stated in its listing application documents and after deducting the number of shares to be retained for subscription by employees as specified by laws and regulations in connection with the Company Act, retain a securities underwriter to offer the balance of such allocated shares in full for sale to the public before the shares are listed, by means of a cash capital increase through a new share issue in accordance with the provisions of Article 71, paragraph 1, of the Securities and Exchange Act concerning underwriting of securities on a firm commitment basis. Provided, that a state-owned enterprise or an applicant under Article 6 or Article 6-1 may carry out underwriting with stock already publicly offered and issued by the company.
The total number of shares to be allocated by the issuing company for public sale under the preceding paragraph shall be calculated by the method specified in Article 10, paragraph 2, and shares added during the period from the listing application date until the listing date shall be included in the calculation; provided, shares allocated for public sale shall be confined to shares of publicly offered and issued common stock.
The requirements of paragraph 1 regarding a percentage of shares to be allocated shall not apply to a company applying for TWSE listing if the company's shares are already listed for trading on the TPEx in accordance with Article 3 of the GreTai Securities Market Rules Governing Review of Securities Traded on the TPEx and the company, because of non-compliance with the share ownership dispersion standards in these Rules, must retain a securities underwriter to conduct a pre-listing public sale of shares to deal with the amount of the shortfall in share ownership dispersion. However, if the amount of the shortfall is less than 2 million shares or 1 percent of paid-in capital, the company may be exempted from the public sale requirement, as long as it achieves compliance with share ownership dispersion standards before its shares are listed on the central exchange for trading.
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