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Article 3
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If an issuer applies for TPEx trading of its stocks as a technology-based enterprise, or a cultural or creative enterprise, or based on the "net worth, operating revenue, or cash flow from operating activities" standard set out in Article 3, paragraph 1, subparagraph 2 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx (the "TPEx Review Rules"), Article 3, paragraph 1, subparagraph 2 of the Taipei Exchange Supplemental Directions for Applications by Investment Holding Companies for TPEx Listing, or Article 4, paragraph 1, subparagraph 6 of the Taipei Exchange Rules Governing the Review of Foreign Securities for Trading on the TPEx (the "Foreign Securities Review Rules"), it shall furthermore comply with the following rules:
- The sentence: "Investors please note that the Company is a technology-based enterprise (or cultural or creative enterprise), or has applied for TPEx listing based on the "net worth, operating revenue, or cash flow from operating activities" standard, for which profitability is not a requirement for TPEx listing." shall be printed prominently on the front cover of the prospectus (supplementing the provisions under Article 3 of the Prospectus Regulations).
- The summary section in the prospectus (supplementing the provisions under Article 7 of the Prospectus Regulations, and amending Table 1) shall additionally list the technical shareholders, and the position titles, names, and shareholding ratios of chief officers of units at all levels, the chief officers of technology and research and development, and the relevant technology and research and development personnel.
- The section on company organization (supplementing the provisions under Article 10 of the Prospectus Regulations, and amending Table 2) shall additionally list summaries of the qualifications and experience of the technology and research and development personnel.
- The section on capital and shares (supplementing the provisions under Article 11 of the Prospectus Regulations, and amending Table 13) shall additionally list the changes to shareholdings of the current directors, technical shareholders, managers, and technology and research and development personnel, and shareholders holding more than 5 percent of the total amount of issued shares of the company.
- The section on operation of the company (supplementing the provisions under Article 19) shall additionally list the following matters:
- The section on the market and production/sales shall additionally list the research and development plan for product technology analysis and continuous development, which includes:
- The level, origin, safeguard (with respect to patent rights and legal protections), and upgrade of product manufacturing and development technologies.
- The competitive edge, life cycle, and continuous development of the current major products, and the research and development plan for new products.
- The section on the number of employees for the most recent 3 fiscal years shall additionally list the employment turnover and movement of managers, and technology and research and development personnel, and other employees.
When an issuer applies for TPEx trading of its stock pursuant to the preceding paragraph, if it offers, for public sale, cash capital increase new shares issued prior to the TPEx listing and reserves a specified percentage of the shares for allocation via negotiated sale, it shall further comply with the following rules:
- The section on special items to be included (supplementing the provisions under Article 31 of the Prospectus Regulations) shall additionally list the following matters:
- A list of investors for allocation via negotiated sale, the number of shares agreed for subscription, the total number of shares agreed for allocation, the percentage those shares comprise of the number of shares in the current issue, the sale restrictions on the allocated shares, and other relevant matters, together with assessment opinions from a recommending securities firm(s) as to the reasonableness of these matters, the financial payment ability of the investors, and the appropriateness of the agreed upon matters.
- Written statements produced by the issuer and recommending securities firm that the issuer or recommending securities firm does not provide any benefit to the investors for allocation via negotiated sale or their designees, directly or indirectly, in any form, by any means, or for any reason.
- Written statement produced by an investor for allocation via negotiated sale that the investor or the investor's designee does not demand or receive any benefit from the issuer or recommending securities firm, provided directly or indirectly, in any form, by any means, or for any reason.
- The section on important resolutions (supplementing the provisions under Article 33 of the Prospectus Regulations) shall additionally include the complete content of the resolutions adopted at a shareholders meeting for the proposed allocation via negotiated sale. The statement of reasons for convening that shareholders meeting shall list relevant matters and provide relevant explanations.
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Article 10
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A foreign issuer applying for TPEx primary listing of its stocks shall comply with the following rules:
- The phrase "During the fiscal year of its TPEx listing and the 3 succeeding fiscal years, this company shall continue to engage its lead recommending securities firm to assist it in compliance with ROC securities laws and regulations, TPEx rules, required public announcements, and the Contract for TPEx Primary Listing of Stock of a Foreign Issuer" shall be printed prominently on the front cover of the prospectus.
- The fees related to application for TPEx listing of its stocks shall be printed prominently on the front cover of the prospectus, including the following items:
- Underwriting fees, specifying the guidance fees, firm-commitment underwriting fees, or best-efforts underwriting fees.
- TPEx listing application review fees.
- Other fees, including CPA fees, attorney fees, and printing fees, which do not need to be listed item by item.
- The financial reports for the most recent 2 fiscal years and the most recent fiscal period, audited and attested or reviewed by CPAs.
- The description of the issuer's industry, business operations, and other important risks, and the page number and indexes of detailed risk statements shall be printed prominently on the first page after the inside front cover of the prospectus, and shall be written in a language that is clear and easy to understand.
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Article 11
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If an issuer applies for TPEx trading of its stock and engages its recommending securities firm to conduct public sale of new shares issued through cash capital increase prior to initial TPEx listing, it shall furthermore comply with the following rules:
- The phrase "This prospectus applies to a company making an initial application for TPEx trading of its stock and planning to engage its recommending securities firm to conduct public sale of new shares issued through cash capital increase prior to initial TPEx listing" shall be prominently on the front cover of the prospectus (supplementing the provisions under Article 3 of the Prospectus Regulations).
- The summary section in the prospectus (supplementing the provisions under Article 7 of the Prospectus Regulations, and amending Table 1) shall additionally specify the number of shares intended to be issued for a capital increase, and the purpose for which the capital increase will be used, and shall comply with Article 24, subparagraphs 1, 8, 10 of the Prospectus Regulations, which shall apply mutatis mutandis, in order to reinforce the disclosure of the current plan for cash capital increase.
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