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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
8     As to legal compliance and impact on the operation of the domestic issuer, the underwriter shall request lawyers to comment on the following with regard to the local issuer, incumbent directors, general manager, shareholders holding at least 10% of the total number of outstanding shares of the issuing company and actual responsible persons in the last three years, and the underwriter shall assess the impact on the operation and action plans of the local issuer based on the lawyers' opinion and describe factors influencing the underwriting:
  1. If the issuing company violates applicable laws and regulations:
    1. the law and regulations of the central competent authority for the sector of industry the issuing company belongs to, and major laws and regulations affecting the sector of industry;
    2. assess if the issuing company has acted pursuant to the laws governing disclosure of information about listed companies when disclosing the information; and
    3. other laws and regulations;
  2. if any of the directors, general manager, shareholders holding at least 10% of the total number of outstanding shares of the issuing company, actual responsible person and other relevant persons violates applicable laws and regulations and therefore breaches the principle of good faith or compromises performance of duties;
  3. if any copyrights, patents, trademark rights or any other intellectual property rights is infringed;
  4. major litigation, non-litigation or administrative disputes pending in court; and
  5. major labor disputes or environmental pollution events.
    When assessing the primary stock listing of a foreign issuer, the underwriter shall request lawyers to issue their legal opinion on the following with regard to the foreign issuer, incumbent directors, general manager, shareholders holding at least 10% of the total number of outstanding shares of the foreign issuer and actual responsible persons in the last three years, and the underwriter shall assess the impact on the operation and action plans of the foreign issuer based on the lawyers' opinion:
  1. Whether the foreign issuer violates applicable laws and regulations:
    1. seriously violating the applicable labor safety and health laws of the jurisdiction where it was incorporated or of the countries where its has its main operation activities to the extent that it is ordered to suspend part or all of its operation;
    2. seriously violating the pollution control and prevention regulations of the jurisdiction where it was incorporated or of the countries where it has its main operation activities;
    3. major labor disputes; and
    4. other laws and regulations.
  2. Protection of shareholders' equity:
    1. whether the legal restrictions on where a shareholders' meeting is convened, the voting system or exercise of other shareholders' rights imposed by the law of the jurisdiction where the issuer was incorporated may influence the exercise of the shareholders' equity of the foreign issuer. If yes, describe the measures for protection of the exercise of shareholders' rights within the R.O.C.; and
    2. whether the articles of incorporation or the memorandum of association includes specific provisions on protection of the exercise of shareholders' equity;
  3. if the issuer has entered into any contract that imposes major restrictions on its operation or that is apparently unreasonable; and
  4. Same as paragraphs (B) to (D) of the preceding article.