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Article 3
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The mandate contract entered into between the lead securities underwriter and the Principal shall be adopted by the Principal’s board of directors include at least the following matters:
- Duration of the mandate contract:
- From the initial TWSE listing date of the stock of the TWSE primary listed company, Taiwan Innovation Board (TIB) listed company, and TIB primary listed company to the three subsequent fiscal years. If the case being handled is a case under Article 6, paragraph 1, subparagraphs 1 to 3 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers ("Foreign Issuer Regulations"), Article 6, paragraph 3 of the Foreign Issuer Regulations should apply.
- For the listing of stocks on the Taiwan Innovation Board, the mandate shall continue from the date of initial listing.
- Before holding press conferences regarding material information, the Principal shall notify and consult the lead securities underwriter. The lead securities underwriter shall be obligated to faithfully maintain the confidentiality of any undisclosed information of the TWSE listed company that it has learned.
- Assist the Principal annually during the duration of the mandate contract in the relevant procedures and reporting matters when the Principal holds or is invited to participate in an investor conference in the ROC.
- During the duration of the mandate contract, the lead securities underwriter shall assign personnel to the Principal’s board of directors meetings as non-voting delegates, review minutes of board of directors’ meetings after the meetings, and establish communication mechanisms with independent directors. The lead securities underwriter shall also assist the Principal in selecting eligible director nominees to form an effectively functioning board of directors.
- When the lead securities underwriter makes a request to access or read relevant information in accordance with TWSE requirements or the stipulations of the mandate contract, the Principal shall cooperate with the request.
- When the lead securities underwriter assists the Principal in legal compliance pursuant to the mandate contract, it shall exercise the due care of a good administrator. If any matter attributable to the lead securities underwriter results in a breach of the mandate contract, the lead securities underwriter shall be held liable for damages for any injury caused to the Principal (including, but not limited to, any default penalty, change of trading method, suspension of trading, or delisting imposed on the Principal by the TWSE).
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Article 4
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The Principal may not terminate the mandate contract with the lead securities underwriter before the expiration of the mandate contract except for the following reasons:
- The lead securities underwriter fails to perform the mandate contract, a material dispute occurs between the parties over the mandate contract, or other legitimate reason.
- The Principal is identified as a TWSE listed company or TWSE primary listed company in accordance with Article 40 of the Review Rules.
The Principal to terminate the mandate contract with the original lead securities underwriter pursuant to the subparagraph 1 of the preceding paragraph shall state in writing the reasons for the termination and the name of the succeeding securities underwriter that will continue to assist in legal compliance, and attach a written undertaking by the succeeding securities underwriter committing it to bear the obligations of lead securities underwriter, and the new mandate contract. The duration of the new mandate contract shall not be shorter than the remaining duration of the original mandate contract.
The mandated securities underwriter referred to in the preceding two paragraphs shall be registered members of the Taiwan Securities Association with places of business in the ROC.
The relevant provisions of these Directions shall apply when the Principal mandates another securities underwriter to assist in legal compliance pursuant to paragraph 2.
If the Principal fails to mandate another securities underwriter to assist in legal compliance pursuant to paragraphs 2 and 3, and such a mandate is required for the initial TWSE listing of stock, it is deemed to have "breached an undertaking made at the time of the application for TWSE listing." The TWSE may report the breach to the competent authority for recordation pursuant to Article 50-3, paragraph 1, subparagraph 6 and Article 50-9, paragraph 1, subparagraph 8 of the Operating Rules of the Taiwan Stock Exchange Corporation, and then suspend the TWSE trading of the securities of the TWSE primary listed company. If such a mandate is required for the handling of a case under Article 6, paragraph 1, subparagraphs 1 to 3 of the Foreign Issuer Regulations after TWSE listing, the TWSE may take dispositive measures pursuant to Chapter III of the TWSE Rules for Regulating TWSE Primary Listed Companies and Taiwan Innovation Board Primary Listed Companies After Listing.
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