• Font Size：
  • S
  • M
  • L

Amended Article

Title：

Taiwan Stock Exchange Corporation Rules Governing the Particulars to be Recorded in Prospectuses for Initial Securities Listing Applications  CH

Amended Date： 2024.08.09 (Articles 6 amended,English version coming soon)
Current English version amended on 2023.11.29 
Categories： Primary Market > Review
Article Content Content Search Article No. Search Legal Basis Amended Article Attachment Legislative History Chinese
Article 4     Front cover of the prospectus (supplementing Article 3 of the Prospectus Regulations):
  1. Where an issuing company files an application for the listing of securities for the first time in accordance with Article 4, paragraph 2 or 3, or Article 28-1, paragraph 5 or 6 of the Rules Governing Review of Securities Listings (Listings Review Rules), it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 5, paragraph 2 (or paragraph 3 of the same article, or Article 28-1, paragraph 5 or 6) of the Listings Review Rules and we are not required to meet the listing criteria with regard to profitability."
  2. Where an issuing company files an application for the listing of securities as a technology or cultural and creative enterprise, it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 5 (or Article 28-1, Paragraph 2) of the Listings Review Rules and, as a technology or cultural and creative enterprise, our business entails considerable risks."
  3. Where an issuing company files an initial application for the listing of securities in accordance with Article 6 of the Listings Review Rules, it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 6 of the ListingsReview Rules and, as an important enterprise involved in national economic reconstruction projects, we are not required to meet the listing criteria with regard to profitability".
  4. Where an issuing company applies for listing as an information software enterprise, it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks according to provisions governing information software enterprises and are engaged in information software business".
  5. Where an issuing company applies for listing as an investment holding, or financial holding company or venture capital company, it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks as an investment holding, or financial holding company or venture capital companyand are engaged in the holdings or investment business."
  6. Where an issuing company applies for listing as a venture capital company, it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks as a venture capital company.The objects of investment have the characteristics of a long development time, high investment outlay, and no guarantee of success."
  7. Where an issuing company files an initial listing application in accordance with Article 6-1 of the Listings Review Rules, it shall include the period of existence of the concession agreements acquired by the company and the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 6-1 of the Listings Review Rules. We are an enterprise participating in major national public construction projects under encouragement of the government and are not required to meet the listing criteria with regard to profitability."
  8. Where an issuing company issues new shares to increase cash capital and commissions a securities underwriter to handle the public offering before an initial listing, it shall include the following wording in clear typeface on the front cover of the prospectus: "This Prospectus is applicable to an initial listing of securities. We plan to issue new shares to increase the cash capital and commission a securities underwriter to handle the public offering before the listing."
  9. Where an issuing company provides publicly offered and issued stock for an over-allotment option for the lead securities underwriter, such company shall include the following wording in clear typeface on the front cover of the prospectus: "For cases of underwriting initial listings, there will be no price limits for the first five trading days after listing. Investors shall be aware of the risks of trading."
  10. Where a Foreign Issuing Company applies for a primary listing of stocks, it shall include the following wording in clear typeface on the front cover of the prospectus: "For the year of listing and threefiscal years thereafter, the Company will continue to commission the lead securities underwriter to assist the Company with compliance with R.O.C. securities laws and regulations, the Taiwan Stock Exchange rules and regulations and bulletins, and listing contracts."
  11. A domestic issuing company or foreign issuer applying for the initial listing of stocks on the Taiwan Innovation Board shallinclude the following wording in clear typeface on the front cover of the prospectus:
    1. “The Company is an applicant for the initial listing of stocks on the Taiwan Innovation Board in accordance with Article 29, paragraph 1 (or paragraph 2) of the Listings Review Rules. The Company is not subject to any profitability requirement as a listing condition and engages in substantially risky business, therefore its stocks are for trading by eligible investors only. Investors should pay particular attention to the above.”
    2. “For the year of listing and three fiscal years thereafter,the Company will continue to engage a lead securities underwriter from the date of listing to assistthe Company with its compliance with the Republic of China securities laws and regulations, rules, regulations and bulletinsof Taiwan Stock Exchange, the listing contract, and other bylaws and rules and regulations.If the engagement of the lead securities underwriter is terminated during the listing period, the Company shall appoint a new securities underwriter as successor within one month of the effective date of the termination.
  12. A Foreign Issuing Company shall specify the following fees as related to the application for listing of its shares in clear typeface on the front cover of the prospectus:
    1. Underwriting fees, exposition and counseling fees, compensation for securities underwriting on a firm commitment basis, or best-efforts underwriting fees.
    2. Listing review fees.
    3. Other fees, including fees for accountants, lawyers, and printing etc. No detailed enumeration for each item is required.
Info
Article 6     Risk assessment (supplementing Article 9 of the Prospectus Regulations):
  1. An issuing company with subsidiaries meeting one of the standards of a "major subsidiary" as provided in Article 2-1, Paragraph 2 of the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountantsand Article 5 of the Regulations for Auditing and Attestation of Financial Statements of Financial Institutions by Appointed Certified Public Accountants in the last fiscal year or the fiscal year of the listing application shall additionally include an exposition on the risks of the subsidiaries.
  2. A Foreign Issuing Company shall additionally explain various risks clearly, such as the overall economy, any changes in the political and economic environments, foreign exchange controls, taxes and relevant laws and regulations of its place of registration and major places of operation, and whether such places recognize the effect of conclusive judgments of Taiwan civil courts, and also state the response measures undertaken.
  3. A domestic issuing company or foreign issuer applying for the initial listing of stocks on the Taiwan Innovation Board shall additionally describe its key core technologies and ability to innovate or innovative operational model, and also the possible risks to arise out of any changes to the material technologies, products, policies, operational models, or core-technology personnel, together with the countermeasures taken.
  4. An issuer applying for listing of stocks as a venture capital company shall additionally describethe risks such as the lack of transparency of the fair value of companies among its investment objects that are not TWSE or TPEx listed, the possibility of material changes in its investment portfolio etc., and the measures to address these risks.
 Info
Article 9     Company operation (supplementing Article 19 of the Prospectus Regulations):
  1. Where the listing application is filed in accordance with Article 4, paragraph 2 or 3, or Article 28-1, paragraph 5 or 6 of the Listings Review Rules, the information about operation model and its risks, and the future development plan shall be added.
  2. Where the listing application is filed by the applicant as a technology enterprise, the following information shall be added:
    1. On market and production and sale, an R & D plan containing an analysis of product technology and sustainable development, including:
      1. The level, source, protection (patent rights and status of legal protection), and upgrading of production and development technology of products.
      2. The competitive edge, life cycle and potential for sustainable development of current major products and the R & D plans for new products.
    2. Where the enterprise is in the biotechnology industry, pharmaceutical industry, or medical-apparatus industry, the following information shall be added: the fact that it has obtained license from the Competent Authority according to laws and regulations for conducting clinical trials on human bodies or field experiments or for domestic engagement in R & D in the biotechnology industry or medical-apparatus industry; track records of the production and sale of products or provision of technical services in connection with biotech or medical apparatus; together with the ratio of the operating revenue and R & D cost of the products and related technical services to the total operating revenue of the company in the most recent year.
    3. Where a company terminated part of its business, spun off part of its business into independent companies, or was transferred to or merged with other companies in the year prior to applying for a listing due to business adjustment, the following information shall be added: the businesses terminated, transferred or merged; currently existing businesses; and the ratio of the operating revenue and R & D cost of the currently existing businesses to the total operating revenue of the company in the preceding year.
    4. With regard to the number of operating personnel in the most recent two years, information reflecting the turnover of officers, technical and R & D personnel, and other employees shall be added.
  3. Where the listing application is filed according to provisions governing information software enterprises: In addition to matters prescribed in Item A and D of the preceding subparagraph, the following information shall be added: future stability and growth of profits and subject items for research, R & D budget and business development projects for the most recent five years and next five years.
  4. Where the company files the listing application as an investment holding or financial holding company, in addition to its management and investment strategies, the applicant shall further include the operation and profits of each of its controlled companies or subsidiaries regarding the market and production and sale.
  5. Where the company files the listing application as a venture capital company, the applicant shall describe the operations and investment decisions of the applicant company (and must include the investment object policies, strategies, scope, regions, decision-making process, and the principles and methods for exercising voting rights), and additionally describe item-by-item the operations and profits with respect to the markets and the production/sales of each investee company.
  6. Where the company files the listing application in accordance with Article 6-1 of the Listings Review Rules, besides a general description of its operation and its business plans, the following information shall be added:
    1. Construction plans and feasibility analyses.
    2. Financial plans for construction periods (including forecasts for cash flow and plans for capital increase, capital decrease, loans, and debt service).
    3. Risk management plans for constructions periods.
    4. Business plans and related assumptions.
    5. Financial plans for operational phases (including forecasts for the operating revenue, operational costs and profits, financial forecasts, and plans for capital increase, capital decrease, loan and debt service for the first five years of the operational phase), unless the company has already commenced operation by the time it files the listing application.
  7. A domestic issuing company or foreign issuer applying for the initial listing of stocks on the Taiwan Innovation Board shall additionally provide the following information:
    1. Market and production and marketing: Said company shall additionally provide an analysis of the core technologies of products and ongoing research and development plans, including:
      1. levels, sources, assurances (patent rights and legal protections available), and upgrades of product production and development technologies.
      2. competitive edge, shelf lives, and capacities for continued development of current major products, and research and development plans of new products.
    2. If in the biotechnology and medicine industry, said company shall additionally advise the clinical trial progress of its core products.
    3. as regards the number of active employees in the most recent two years, said company shall additionally advise the turnovers of officers, technology and R & D personnel, and other employees.
  8. An issuing company shall add the following information:
    1. Whether the company has the ability to adjust itself to meet any changes in the economic environment.
    2. Whether the transactions among the issuing company and persons related to its subsidiaries are reasonable. (This requirement does not apply to business transactions conducted by public enterprises in accordance with the Audit Act.)
 Info