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Article NO. Content

Title:

Operational Procedures for the Review of Foreign Securities for Listing by the Taiwan Stock Exchange Corporation  CH

Amended Date: 2020.03.30 (Articles 4-2, 4-3 amended,English version coming soon)
Current English version amended on 2019.12.23 
Categories: Primary Market > Review
Article 4     Except for cases of a foreign issuer applying for a primary stock listing, the TWSE case handlers shall, following the acceptance for processing of applications for the listing of securities issued by foreign issuers, proceed with a written review of the application and supporting documents; the guidelines, sequence and time limit for which shall be as follows:
  1. Foreign issuers and their depositary institutions applying to list TDRs
    1. Written application and documents
      1. Inspect and examine application documents submitted for completeness and complete a Taiwan Depositary Receipt Listing Application Checklist (Appendix 1), examining and re-examining each item level by level. Where the submitted documents are found to be incomplete, a time limit shall be set for the applicants to supplement the documents; where the time limit elapses without supplementation, it shall be noted and the application shall be rejected.
      2. Examine the depositary receipt issuance plan for full disclosure in compliance with the provisions of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers (the "Offering and Issuance Regulations") promulgated by the competent authority and complete a Taiwan Depositary Receipt Issuance Plan Checklist (Appendix 2).
      3. Examine the depositary contract between the foreign issuer and the depositary institution for full disclosure in compliance with the provisions of the Offering and Issuance Regulations and complete a Depositary Contract Checklist (Appendix 3).
      4. Examine the custodian contract or other documentation between the depositary institution and the custodian institution for full disclosure in compliance with the provisions of the Offering and Issuance Regulations and, along with the attached opinion of an ROC-registered attorney at law, complete a Custodial Contract or Other Documents Checklist (Appendix 4).
      5. Examine the public prospectus for full disclosure in compliance with the provisions of the Offering and Issuance Regulations and, along with the attached opinion of an ROC-registered attorney at law, complete a Prospectus Checklist (Appendix 5).
      6. Examine the underwriter's assessment report for full disclosure in compliance with the provisions of the Taiwan Securities Association Guidelines for Information to be Published in Assessments of Securities Underwriters for Offering and Issuance of Securities by Foreign Issuers, as well as for thoroughness, and complete a Securities Underwriter's Assessment Report Checklist (Appendix 6).
      7. Examine the example copy of the depositary receipt certificate for full disclosure in compliance with the Offering and Issuance Regulations and, upon signing by the depositary institution and certification by the certifying institution, complete a Taiwan Depositary Receipt Certificate Example Copy Checklist (Appendix 7).
      8. After completing the checklists for the reviews of preceding items (2) through (7), the case handler shall examine each item and pass them on to higher levels for further review; where there are omissions or incomplete details, a time limit shall be set for the applicant to supplement [the documents]. Where the time limit is surpassed, it shall be noted and the application rejected.
    2. Listing conditions prescribed in the TWSE Rules Governing Review of Securities Listings
      1. The TWSE case handler shall retain an outside expert possessing field-specific expertise to give a consulting opinion on the matters specified in a table of consultation matters, and, with reference to the consulting opinion, the case handler shall review the listing application and supporting documents submitted to determine whether the case meet each of the listing conditions set out in Article 26 of the TWSE Rules Governing Review of Securities Listings, and whether there exists any circumstance set out in Article 27-2 of the same Rules under which a TWSE listing is inappropriate. The case handler shall then complete a Listing Conditions Review Form (Appendix 8) before submitting the case to higher levels for further review.
      2. If the TWSE administering department, upon review, resolves to approve the listing, or if the administering department, upon review, resolves against listing but a resolution approving listing is subsequently made after the TWSE senior executive vice president has convened relevant personnel to review the listing case again and when necessary requested the applicant company and securities underwriter to make further explanations, the case handlers shall first notify the applicant company via mail to supplement relevant materials, and after the securities listing contract is signed with the applicant company, shall submit the review report and the securities listing contract to the competent authority for recordation. Following effective registration with the competent authority and completion of issuance, the TWSE will publicly announce the listing. If a resolution against listing is made after the TWSE senior executive vice president has convened relevant personnel to review the listing case again and when necessary requested the applicant company and securities underwriter to make further explanations, the application will then be rejected after the TWSE president has given written consent.
      3. The TWSE's responsible departments shall compile and submit monthly reports to the board of directors on the status of Taiwan Depositary Receipt listing contracts submitted to the competent authority for recordation.
    3. Review period
    4. The TWSE case handler that processes a listing application for TDRs shall complete the review of aforementioned Appendices 1 through 8 within 4 weeks counting from the receipt of the application, and then shall submit the application to higher levels for further review. Under extraordinary circumstances, however, the review period may be extended following reporting for approval.
    5. Appeals
      1. For a listing contract rejected by the TWSE administering department, the applicant company may file an appeal to the TWSE within 20 days from the date that the letter giving notice of rejection is issued by the TWSE.
      2. The reasons for the appeal by the applicant company shall be limited to whether the original resolution for rejection is erroneous.
      3. After reviewing again, if the administering department deems the appeal to be without merit, the appeal will be rejected after written consent has been obtained from the TWSE president. If the administering department deems the appeal to have merit, the listing contract will be then submitted to the competent authority for recordation pursuant to paragraph 1, subparagraph 2, item (2) of this Article.
  2. Applications for secondary listings of stocks by foreign issuers
    1. Application documents
      1. Examine whether documents submitted are complete and complete a Foreign Stock Application Document Checklist (Appendix 10), examining each document and submitting to higher levels for further review. Where the documents submitted are found to be incomplete, a deadline shall be set for the applicant to supplement [the documents]. Where the deadline expires and the supplementation has not been fulfilled, it shall be noted and the application shall be rejected.
      2. Examine the stock issue plan for full disclosure in accordance with the Offering and Issuance Regulations and complete a Stock Issue Plan Checklist (Appendix 11).
      3. Examine the agent contract executed between the foreign issuer and its agent institution within the Republic of China for whether full disclosure is made in accordance with the Offering and Issuance Regulations and, with an attached opinion provided by an ROC-registered attorney at law, and complete an Agent Contract Checklist (Appendix 12).
      4. Examine the custodial contract or other documents executed between the foreign issuer and the custodial institution for whether full disclosure is made in accordance with the Offering and Issuance Regulations and, with an attached opinion provided by an ROC-registered attorney at law, complete a Custodial Contract or Other Documents Checklist (Appendix 13).
      5. Examine the public prospectus for whether full disclosure is made in accordance with the Offering and Issuance Regulations and, with an attached opinion provided by an ROC-registered attorney at law, complete a Public Prospectus Checklist (Appendix 14).
      6. Examine whether the underwriter's assessment is in compliance with the Taiwan Securities Association Guidelines for Information to be Published in Assessments of Securities Underwriters for Offering and Issuance of Securities by Foreign Issuers, as well as for full disclosure, and complete a Securities Underwriter's Assessment Checklist (Appendix 15).
      7. In reviewing the items in preceding subparagraphs 1 through 6, the case handler, after completing the relevant checklists, shall examine each item and submit them to higher levels for further review. Where there is an item omitted or incomplete disclosure, a deadline shall be set for the applicant to supplement [the documents]. Where the deadline has been surpassed, it shall be noted and the application shall be rejected.
    2. Listing conditions prescribed in the TWSE Rules Governing Review of Securities Listings:
      1. The TWSE case handler shall retain an outside expert possessing field-specific expertise to give a consulting opinion on the matters specified in a table of consultation matters, and, with reference to the consulting opinion, the case handler shall review the application and supporting documents submitted to determine whether the case meet each of the listing conditions set out in Article 27 of the TWSE Rules Governing Review of Securities Listings, and whether there exists any circumstance set out in Article 27-2 of the same Rules under which a TWSE listing is inappropriate. The case handler shall then complete a Listing Conditions Review Form (Appendix 16) before submitting the case to higher levels for further review.
      2. If the TWSE administering department, upon review, resolves to approve the listing, or if the administering department, upon review, resolves against listing but a resolution approving listing is subsequently made after the TWSE senior executive vice president has convened relevant personnel to review the listing case again and when necessary requested the applicant company and securities underwriter to make further explanations, the case handlers shall first notify the applicant company via mail to supplement relevant materials, and after the securities listing contract is signed with the applicant company, shall submit the review report and the securities listing contract to the competent authority for recordation. Following effective registration with the competent authority and completion of issuance, the TWSE will publicly announce the listing. If a resolution against listing is made after the TWSE senior executive vice president has convened relevant personnel to review the listing case again and when necessary requested the applicant company and securities underwriter to make further explanations, the application will then be rejected after the TWSE president has given written consent.
      3. The TWSE's responsible departments shall compile and submit monthly reports to the board of directors on the status of stock listing applications submitted to the competent authority for recordation.
    3. Review period
    4. The TWSE case handler that processes a listing application for stocks issued by foreign issuers shall complete the review of aforementioned Appendices 10 through 16 within 4 weeks counting from the receipt of the application, and then shall submit the application to higher levels for further review. Under extraordinary circumstances, however, the review period may be extended following reporting for approval.
    5. Appeals
      1. For a listing contract rejected by the TWSE administering department, the applicant company may file an appeal to the TWSE within 20 days from the date that the letter giving notice of rejection is issued by the TWSE.
      2. The reasons for the appeal by the applicant company shall be limited to whether the original resolution for rejection is erroneous.
      3. After reviewing again, if the administering department deems the appeal to be without merit, the appeal will be rejected after written consent has been obtained from the TWSE president. If the administering department deems the appeal to have merit, the listing contract will be then submitted to the competent authority for recordation pursuant to paragraph 1, subparagraph 2, item (2) of this Article.
  3. Applications for the listing of bonds by foreign issuers
    1. Public announcement of the listing of bonds issued by foreign governments or international organizations may be made following notification by the competent authority.
    2. Listing applications for bonds issued by foreign issuers:
      1. Application documents
        1. Examine whether the written application and supporting documents are complete; complete a Foreign Bond Listing Application Checklist (Appendix 18) and review each document and submit them to higher levels for further review. Where the documents submitted are found to be incomplete, a deadline shall be set for the applicant to supplement [the documents]. If the deadline is surpassed, it shall be noted and the application shall be rejected.
        2. Examine whether the bond issue plan provides full disclosure is in compliance with the Offering and Issuance Regulations and complete a Bond Issue Plan Checklist (Appendix 19).
        3. Examine the agent contract executed between the foreign issuer and its agent institution in the ROC for full disclosure in accordance with the Offering and Issuance Regulations and, with an attached opinion provided by an ROC-registered attorney at law, complete an Agent Contract Checklist (Appendix 20).
        4. Examine the public prospectus for full disclosure in accordance with the Offering and Issuance Regulations and, with an attached opinion provided by an ROC-registered attorney at law, complete a Public Prospectus Checklist (Appendix 21).
        5. In reviewing the items under the preceding subparagraphs (i) to (iv), the case handler, after completing the relevant checklists, shall examine each item and submit them to higher levels for further review. Where there is an item omitted or incomplete disclosure, a deadline shall be set for the applicant to supplement [the documents]. Where the deadline has been surpassed, it shall be noted and application shall be rejected.
      2. Listing conditions prescribed in the TWSE Rules Governing Review of Securities Listings:
        1. The listing application and appendices submitted shall be reviewed to determine whether they meet each of the listing conditions provided in Article 25 of the TWSE Rules Governing Review of Securities Listings; and a Listing Conditions Review Form (Appendix 22) shall be completed with each item to be further examined by higher levels.
        2. Following a written review of the application and other documents for completeness, compliance with the listing conditions, and further review by higher levels has uncovered no errors; applications for the listing of New Taiwan dollar-denominated bond issues, the listing contract executed with the issuer and related documents shall be directly reported to the competent authority for recordation, followed by public announcement of the listing and a report to the board of directors. For applications for the listing of foreign currency-denominated bond issues, the TWSE shall issue a listing approval letter. The approval letter shall clearly state: Contingent upon the competent authority's effective registration of the application to issue bonds, the TWSE agrees to list the bonds issued by the applicant. Where no application for public issue is made to the competent authority within 30 days of the issue of this letter, this approval letter shall be void; and shall be provided for submission with the filing to the competent authority for registration of the public issue of TDRs.
        3. The responsible departments of the TWSE shall compile monthly status reports of those applications by foreign issuers to list bonds that have been handled and received approval letters, for submission to the board of directors.
    3. Review period
    4. Undertaking Personnel of the TWSE handling the processing of listing applications for bonds issued by foreign issuers shall complete review and submit them to higher levels for further review of Appendices 18 through 22 referred to in the preceding subparagraphs within 10 business days of receipt of the application. Under extraordinary circumstances, however, the review period may be extended following reporting for approval.