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Article 4
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For initial stock listing applications, after receiving the application and supporting documents, the administering department shall form a task force consisting of two or more persons (depending on the overall current status of the human resources of the department) to assess each application. For applications by already-listed companies for issuance of new shares for capital increase, or for corporate bonds or other securities listings, the administering department shall designate a person to handle such applications. In addition to keeping the application and supporting documents in safe custody, for initial stock listing applications, the designated person shall also submit one copy each of the prospectus and the draft underwriter assessment report for public display.
After accepting the application for processing, the administering department shall retain an outside reviewer with field-specific expertise to give a consulting opinion on the matters provided in the Table of Consultation Matters. If questions arise relating to financial, accounting, or legal matters, the case-handling unit may also retain outside financial, accounting, and/or legal professionals to give a written opinion. Solicitation of written opinions shall be handled in accordance with the TWSE "Rules for Solicitation of Opinions in Reviews of Initial Applications for TWSE Listing by Public Companies." The aforesaid rules will be separately adopted. The above regulations in regard to outside reviewers shall not apply to cases that, pursuant to Article 7-1, are exempt from review by the Review Committee. A company referred to in Articles 53-8, 53-18, 53-21 and 53-24 of the TWSE Operating Rules, when applying to the TWSE for stock listing, or a company referred to in Article 7-1, paragraph 1, subparagraph 3,when applying for relistingon the stock exchange of stocks being traded on the Taiwan Innovation Board, may be exempt from the above provisions regarding solicitation of opinions.
The consulting opinions of the outside reviewers referred to in the preceding paragraph shall be delivered to the TWSE 25 days before the Review Committee meets.
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Article 7-2
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In cases where an application is exempt from review by the review committee pursuant to the preceding Article 7-1, and where the administering department has passed a resolution within a month following receipt of application documents but where exceptional circumstances are present, it may extend the review period, based either on the requirements of the review or at the request of the applicant company, subject to receiving prior signed authorization by the president. Any extension of a review period granted pursuant to a request by the applicant company shall be for a month only.
Where it is resolved the listing application under subparagraphs 1 and 2 of paragraph 1 of the preceding article be approved, the case shall be submitted to the board of directors for consideration; where it is resolved that listing be denied, the senior executive vice president shall convene a meeting of the relevant personnel to review the listing case again, and when necessary, invite the applicant company and the securities underwriter to provide explanations; if they resolve to deny approval for listing, the signed approval of the president may be obtained and the application then rejected outright.
Where the application in subparagraph 3 of paragraph 1 of the preceding article for relisting of stocks on the stock exchange is approved, the case shall, upon a signed approval of the chairperson of the board of directors being obtained, be reported to the competent authority for recordation and to the board of directors. Where it is resolved that the aforementioned application be denied, the senior executive vice president shall convene a meeting of the relevant personnel to review the case again, and when necessary, invite the applicant company and the securities underwriter to provide explanations. If it is still resolved that the application for relisting be denied,the signed approval of the president may be obtained and the application then rejected outright.
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Article 20
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In cases where the Review Committee has resolved to approve applications or re-applications for initial stock listing, but a dissenting opinion is issued by the board of directors, the Review Committee shall carry out a re-review.
Where a resolution for listing approval is still adopted following the re-review, the case shall be submitted again to the board of directors for consideration. Where the board of directors then still resolves to deny listing, the written consent of the TWSE's president shall be obtained and the application rejected.
For applications which, pursuant to Article 7-1, paragraph 1, subparagraphs 1 and 2, are exempt from review by the Review Committee and on which, following the application's submission to it for review, the board of directors has issued a dissenting opinion and which are then referred to the administering department for re-review, the provisions of the preceding paragraph shall apply mutatis mutandis. As it deems necessary, however, the administering department may apply the provisions of the Article 7-1 paragraph 1 proviso.
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Article 27
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Reconsideration of Initial Stock Listing Applications and Stock Relisting Applications
- In cases where the Review Committee has decided to reject the application or in cases where the application has been rejected by a resolution of the administering department pursuant to Article 7, paragraph 6 or Article 7-2, the applicant company may, within 20 days of the date of receipt of the TWSE's rejection notice, submit its reasons for requesting reconsideration and relevant materials to the TWSE for reconsideration.
- An applicant company's reasons for requesting reconsideration shall be limited to whether the grounds for the original rejection decision were erroneous.
- After the administering department has rendered a specific opinion on the application for reconsideration, the application shall be resubmitted to the Review Committee for review. During the review, the administering department shall compile the items discussed during the previous review's question and answer session for the reference of committee members. Following the Review Committee's review of the application for reconsideration, where there are determined to be no grounds for reconsideration or where according to relevant information the applicant is still unsuitable for listing, the signed consent of the TWSE's president shall be obtained and the application returned. Where there are determined to be grounds for reconsideration, the application shall be re-submitted to the TWSE's board of directors for ratification. In cases where the application was rejected in accordance with Article 7(6), or Article 7-2, paragraph 2, the case shall be reviewed again by the administering department. If it holds that there are no grounds for reconsideration of the application or that relevant materials indicate there are still circumstances making listing unsuitable, it shall reject the application subject to signed approval from the president. Only where it deems there are grounds for reconsideration shall it submit the listing case for the review of the Review Committee based on the nature of the case, or submit the application for ratification by the board of directors. A case rejected as resolved in Article 7-2, paragraph 3 shall be reviewed by the administering department again. If it holds that there are no grounds for reconsideration of the application or that relevant materials indicate there are still circumstances making relisting unsuitable, it shall reject the application subject to signed approval from the president. Only where it deems there are grounds for reconsideration shall it seek a signed approval from the chairperson of the board of directors, then consent to the relisting, report to the competent authority for recordation, and report of the board of directors.
- Where the Review Committee or the administering department has resolved that there are no grounds for reconsideration or that based upon the relevant materials the applicant is still unsuitable for listing, the applicant company may not make another application for reconsideration.
- Where an application for reconsideration is ratified by the board of directors, the company's stock shall be approved for listing.
- Where an applicant company withdraws its application for reconsideration during the reconsideration process, it shall be deemed not to have applied for reconsideration.
- The content to be reviewed in applications for reconsideration shall be strictly limited to whether the grounds for the original rejection decision were erroneous and whether any other conditions have subsequently arisen rendering the applicant unsuitable for listing. Apart from the provisions regarding solicitation of opinions in the listing review, the provisions of these Procedures shall apply mutatis mutandis to the reconsideration process and the period for reconsideration.
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Article 28
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Where the applicant company's initial stock listing application or application of relisting of stocks on the stock exchange is voluntarily withdrawn by the applicant or rejected by the TWSE after resolution, if the reasons for the voluntary withdrawal or rejection the have been rectified or extinguished, and the recommending securities firm finds no impediment to listing after a thorough assessment, the company may apply for listing again only after filing with the TWSE a complete underwriter's assessment report and a financial report. Notwithstanding the above, if the company's application is voluntarily withdrawn or rejected by a resolution of the TWSE due to the circumstances where listing is not advisable under Article 9, paragraph 1, subparagraphs 8 or 9, or Article 31, paragraph 1 , subparagraph 7 or 8, of the Rules Governing Review of Securities Listings, then after the reason for the voluntary withdrawal or rejection has been rectified or extinguished, the company may immediately re-apply for listing or relisting without being subject to the restrictions of paragraph 2.
The financial report referred to in the preceding paragraph shall mean, if the voluntary withdrawal or rejection by the TWSE occurs in the first half of the fiscal year, the financial report for the second-quarter of that fiscal year that has been submitted to the board of directors and reviewed by the CPAs, or, if the voluntary withdrawal or rejection by the TWSE occurs in the latter half of the fiscal year, the financial report for that fiscal year that has been passed by the board of directors, audited and attested by the CPAs, and recognized by the audit committee.
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Article 30
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A Taiwan Innovation Board listed company applying for relisting of its stocks on the stock exchange are governed by Articles 3 to 7 of these Procedures mutatis mutandis, unless otherwise stipulated.
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Article 31
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These Procedures shall take effect after having been submitted to and approved by the competent authority; relevant appendices to these Procedures shall take effect after having been submitted to and approved by the president of the TWSE. Subsequent amendments thereto shall be effected in the same manner.
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