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Approval will be granted for an application by a foreign issuer for a secondary listing of stock issued by that foreign issuer ("a TWSE secondary listing") if the requirements listed below are met:
- Number of shares to be listed: 20 million shares or more, or the market price of the shares to be listed is NT$300 million or more; provided that the number of shares may not exceed 50 percent of the total number of shares issued by the foreign issuer.
- The registered shares issued by the foreign issuer in accordance with the laws of its country of registration are already listed and traded on the main board of one of the overseas securities markets approved by the Competent Authority before the listing of the stocks under the listing application.
- Net worth: At the time of application for listing, the net worth stated on the financial report audited and attested by a CPA for the most recent period shall be the equivalent of NT$600 million or more.
- Profitability: It does not have accumulated deficit for the most recent fiscal year and meets one of the following criteria:
- The profit before tax for the most recent year represents not less than 6 percent of the net worth as shown in its final accounts; or
- The ratio of profit before tax to net worth in the final accounting for each of the past two fiscal years is 3 percent or higher, or the average is 3 percent or higher, and the profitability in the most recent fiscal year is better year-on-year than in the preceding year.
- The profit before tax for the most recent two years shall be NT$250 million or more.
- Dispersion of share ownership: At the time of the proposed listing, the number of registered shareholders in the Republic of China is not less than 1,000 persons, and the total number of shares held by shareholders other than insiders of the foreign issuer and juristic persons of which such insiders own over 50 percent of the shareholding is 20 percent or more of the total number of issued shares or is 10 million shares or more.
- The stock under the application for listing shall be the same class of stock listed and traded on the overseas securities market, and the rights and obligations of the holders of stock shall be identical with those of the same class of stock listed and traded on the other securities market, and local holders of the stock shall not be restricted from selling the stock in which they have invested on the overseas securities market.
- During the 3 months before the listing agreement for the foreign stock takes effect, there is no abnormal fluctuation in the price of the stock that is already listed and traded on the overseas securities market.
The provisions of Article 26, paragraphs 2 and 3 shall apply mutatis mutandis to the financial reports referred to in subparagraphs 3 and 4 of the immediately preceding paragraph.
After the listing agreement with respect to the foreign issuer's application for listing of shares has taken effect, the foreign issuer shall conduct a public sale pursuant to regulations as from the date of the TWSE's written notification. If the stock for which the foreign issuer applied for listing is not listed for trading within 3 months from the date of the TWSE's written notification, the TWSE shall void the listing agreement, and report to the Competent Authority for recordation. Notwithstanding, if the foreign issuer, with legitimate reason, applies for an extension, then after the TWSE approves such extension, the foreign issuer may be granted a one-time-only 3-month extension, which shall be reported to the Competent Authority for recordation.
The foreign issuer shall undertake in writing that, after listing, it will establish a reporting system with the TWSE for automatic synchronous reporting of material information.
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