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Article 4
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Front cover of the prospectus (supplementing Article 3 of the Prospectus Regulations):
- 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."
- 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."
- 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 Listings Review 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".
- 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".
- Where an issuing company applies for listing as an investment holding or financial holding 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 and are engaged in the holdings or investment business."
- 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."
- 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."
- 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."
- 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."
- 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 three fiscal 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, listing contracts, and other rules and regulations."
- A domestic issuing company or foreign issuer applying for the initial listing of stocks on the Taiwan Innovation Board shall include the following wording in clear typeface on the front cover of the prospectus:
- "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. Investors should pay particular attention to the above."
- "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 assist the Company with its compliance with the Republic of China securities laws and regulations, rules, regulations and bulletins of 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.
- 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:
- Underwriting fees, exposition and counseling fees, compensation for securities underwriting on a firm commitment basis, or best-efforts underwriting fees.
- Listing review fees.
- Other fees, including fees for accountants, lawyers, and printing etc. No detailed enumeration for each item is required.
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Article 5
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Abstract of the prospectus (supplementing Article 7 of the Prospectus Regulations and revising Appendix 1):
- Where the listing application is filed in accordance with Articles 6-1 and 29 of the Listings Review Rules or by the applicant as a technology enterprise or information software enterprise, the job titles, names, and shareholdings of the major shareholders, technical stock shareholders, chief of each unit at each level, technical and R&D chiefs, and relevant technical and R&D personnel shall be added.
- Where the company applying for listing is in the form of an investment holding or financial holding company, a summarized list of companies controlled by the company applying for listing or subsidiaries shall be added, including company names, addresses, telephone numbers, major products, market structures, shares held by the investment holding or financial holding company in such controlled companies or subsidiaries, and operating income, profitability and the ratio between the operating income of the controlled companies or subsidiaries and that of the investment holding or financial holding company for the past two fiscal years.
- In the event new shares are issued to increase capital and a securities underwriter is commissioned to handle the public offering before a primary listing, details regarding the proposed number of shares to be issued for capital increase and purposes of the capital increase shall be provided, and disclosure of the plan of cash capital increase shall be increased through the application of Articles 24, Subparagraphs 1, 8, and 10 of the Prospectus Regulations mutatis mutandis.
- An issuing company providing publicly offered and issued shares for an over-allotment option for the lead securities underwriter shall explain clearly information pertaining to the lead securities underwriter's over-allotment and price stability.
- Where a company applies for listing as a venture capital company, it shall additionally provide (1) a summarized list of the five largest invested companies, including company names, major products, market structures, shares held by the applicant in such companies, and the ratio of the applicant’s total investment to its total assets as shown in its current financial reports, (2) the ratio of its total investment to its total assets both at the time it applies for listing and as at the date of financial reports in the last two fiscal years, (3) its investments in TWSE (or GTSM) listed securities and securities listed on the Emerging Stock Market.
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Article 6
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Risk assessment (supplementing Article 9 of the Prospectus Regulations):
- An issuing company with subsidiaries meeting one of the standards of a "major subsidiary" as provided in Article 3, Paragraph 2 of the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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.
- 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.
- 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. Where the circumstance in Article 31, paragraph 1, subparagraph 6 of the Rules Governing Review of Securities Listings occurs, an explanation of reasonableness shall additionally be provided in regard to the serious deterioration in the business operated.
- An issuer applying for listing of stocks as a venture capital company shall additionally describe the 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.
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