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Article 2
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When a domestic issuer applies for trading of securities on the TPEx, the information to be published in the prospectus that it submits shall comply with these Rules, and the preparation of the prospectus shall additionally comply, mutatis mutandis, with the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses (hereinafter, "Prospectus Regulations") issued by the Financial Supervisory Commission (hereinafter, the "competent authority").
When a foreign issuer applies for registration as an emerging stock company or listing as a TPEx primary listed company, the information to be published in the prospectus that it submits shall comply with the relevant provisions of the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers issued by the competent authority and with these Rules, and the preparation of the prospectus shall additionally comply, mutatis mutandis, with the Prospectus Regulations.
If an issuer under either of the preceding two paragraphs is a banking, bills finance, securities, futures, insurance, fiduciary investment, or other special enterprises, for which the competent authority has other provisions on the information to be published, the issuer shall comply with those provisions.
When a foreign issuer applies for TPEx secondary listing of its stock, or a foreign issuer and its depository institution apply for TPEx trading of Taiwan Depositary Receipts, the information to be published in the prospectus shall be prepared in accordance with the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers. When a foreign issuer that sponsors issuance of Taiwan Depositary Receipts applies for initial TPEx listing of the Taiwan Depositary Receipts, it shall disclose in the prospectus the opinion letter provided by the industry specialists engaged by the recommending securities firm along with the concluding opinion of the recommending securities firm's evaluation report.
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Article 20
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The section on special items to be included (supplementing the provisions under Articles 31 and 32) shall additionally list the following matters:
- An internal control statement prepared by self-assessment by a domestic issuer of its internal control systems, and a report by a CPA after conducting a special audit.
- The written undertakings by the issuer and each of its affiliated companies that all financial and operational interaction takes place on an arms-length basis, together with their significant business policies (not applicable to government-owned enterprises).
- Whether any line of credit applied for is used jointly by the issuer and any other company.
- Whether the issuer has loaned any large amount of funds to others without good cause.
- If the issuer files an application for TPEx listing of corporate bonds, it shall disclose the sources of funds for the payment of principal and interest of the corporate bonds, as well as the rating results, including the rating of the bonds or the guaranteeing financial institution, the reasons for the rating result, and the rating outlook.
- If the issuer has a circumstance under Article 10, paragraph 1, subparagraph 4 of the TPEx Review Rules, or Article 9, paragraph 1, subparagraph 3 of the Foreign Securities Review Rules, the issuer shall fully disclose the details and the status of the handling of the material non-arm's length transaction which has not been corrected, and report to the shareholders' meeting.
- Fully disclose the basis and method of the joint determination of the offering price by the issuer and the recommending securities firms. At least the following matters shall be disclosed:
- The method, principle or calculation for determination of the offering price, and its comparison with the prevalent international market value method, costing method, and discounted cash flow method.
- Comparison of the financial condition, profit status, and price-to-earnings ratio of the issuer with those of TPEx listed companies in the same industry.
- If the agreed offer price is determined based on a financial expert's opinions, or the appraisal institution's appraisal reports, the content and conclusion of such expert's opinion or the appraisal report shall be specified.
- The issuer's average stock price and trading volume for the month nearest to the listing on the emerging stock market.
- The evaluation opinion of the recommending securities firm on the reasonableness of the offering price which it jointly determines with the issuer.
- The issuer shall, based on its offering price and average stock price for the month nearest to the listing on the emerging stock market, calculate, using the intrinsic method, the possible impact on the financial statements following TPEx listing of its stock, of its issued employee subscription warrants for which the final determination date of share-based payment transactions has not yet arrived.
- The state of the issuer's implementation of corporate governance.
- In the case of a foreign issuer applying for registration on the emerging stock market or for TPEx primary listing, if any important matters in connection with the protection of shareholders' rights and interests conflict with mandatory provisions of laws or regulations of the issuer's country of registration, with the result that such matters cannot be specified in the issuer's articles of incorporation or organizational documents, the issuer shall disclose the material discrepancies.
- Other written undertakings or representations required by relevant provisions.
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