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Article NO. Content

Title:

Taiwan Stock Exchange Corporation Directions Governing the Particulars to be Recorded in the Securities Underwriter's Assessment Report  CH

Amended Date: 2018.03.31 
Categories: Primary Market > Review
3-1     General evaluation of the assessment report
  1. Description of the total number of shares to be underwritten
  2. Offer price
    1. the method, principle or calculation for determination of the offer price, and its comparison against the applicable internationally accepted market approach, costing method and income approach;
    2. comparison of the issuing company with other companies in the same trade that are TWSE listed and GTSM listed, in terms of financial position, profitability and price earning ratio;
    3. if the offer price is determined by referring to a financial expert's opinion or value appraisal report by an appraiser, there should be an explanation of the contents and conclusions in the expert's opinion or appraisal report;
    4. information about the average stock price and trading volumes of the shares of the issuing company listed on the emerging OTC market in the past month;
    5. assessment opinion on fairness of the offer price jointly determined by the securities underwriter and the issuing company.
  3. Underwriting risk factors:
  4. List and describe the risks associated with this underwriting (e.g., excessive changes in stock prices, price stabilization strategies, relevant costs of this underwriting and fee rate of underwriting services, dilution of profits due to capital-based growth caused by underwriting of new shares).
  5. Conclusion:
    1. Based on its own assessment results and expert opinion (on which the underwriter shall make its own assessment as to whether or not they may be used as the basis for assessment of the overall risks of the issuing company ; further assessment shall be made if necessary), the underwriter shall in the conclusion of its assessment describe the operational risks, financial risks and potential risks, among others, as investment risk disclosure for investors;
    2. When describing the risks associated with a foreign issuer's application for primary listing of shares in the conclusion of its assessment, the underwriter shall list, by way of example, the macro economy, changes in the political and economic environments, foreign exchange controls, taxes and relevant legal requirements, and whether or not a final and conclusive civil judgment issued by a R. O. C. court will be recognized, in the jurisdiction where the issuer was incorporated and countries where it has its main operation activities, and other risks, and describe the adequacy of the response measures adopted by the foreign issuers;
    3. Whether or not listing of shares of the issuing company should be recommended shall be based on the outcome of the underwriter's overall assessment of the issuing company.

Interpretation: