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Article NO. Content

Title:

Taiwan Stock Exchange Corporation Assessment and Auditing Procedures for Securities Underwriter Handling Initial Listing Applications  CH

Amended Date: 2021.03.31 (Articles 1, 4, 5, 6, 9, 10 amended,English version coming soon)
Current English version amended on 2020.03.02 
Categories: Primary Market > Review
3     General review of the assessment report
  1. Description of the total number of shares underwritten
  2. The securities underwriter shall specifically describe the basis and method of how the offer price is determined jointly by the underwriter and the issuing company, including at least the following details:
    1. method, principle and calculation for determining the offer price, and comparison against the applicable internationally accepted market approach, costing method and income approach;
    2. comparison of financial positions, profitability and P/E ratios of the issuing company against its peer companies that are listed companies;
    3. where the financial expert's opinion or appraiser's appraisal report has been referred to in the determination of the offer price, the contents and conclusions of the expert's opinion and appraisal report shall be explained;
    4. average stock price and trading volume of the securities of the issuing company listed on the emerging stock market in the most recent month;
    5. assessment opinion on the fairness of the offer price jointly determined by the securities underwriter and the issuing company.
  3. Risk factors of underwriting:
  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 the 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 experts' opinion (of which the underwriter shall make its own assessment to determine whether or not it may be used as the basis for assessing the overall risks of the issuing company; more assessment efforts shall be made if necessary), the underwriter shall in the conclusion of its assessment describe the operating risks, financial risks and potential risks, among others, as investment risk disclosure for investors;
    2. When concluding its assessment of the risks associated with the initial listing application by the foreign issuer, the underwriter shall perform field research to ascertain the operation of the foreign issuer or its subordinate companies, or consult experts for opinions or collect and analyze relevant information to ascertain the macro economy, changes in political and economic environments, foreign exchange control, taxes and relevant legal requirements in the jurisdiction where the issuer was incorporated and countries where it has its main operation activities, and whether or not a final and conclusive civil judgment issued by a R.O.C. court will be recognized there and other risks, and describe the adequacy of the response measures adopted by the foreign issuer;
    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: