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Article NO. Content

Title:

Taiwan Stock Exchange Corporation Rules Governing the Particulars to be Recorded in Prospectuses for Initial Securities Listing Applications  CH

Amended Date: 2019.07.18 
Categories: Primary Market > Review
Article 11     Special matters (supplementing Article 31 of the Prospectus Regulations):
  1. The internal control statement complied by the self-assessment internal control system of the domestic issuing company and the report obtained from the accountant commissioned to conduct professional examination.
  2. The disclosure by the issuing company of information regarding corporate governance (to supplement in Attachment A).
  3. Where the issuing company has engaged in business transactions with any other company in the same group enterprise, each company shall issue a representation or undertaking in writing to confirm that all business transactions have been conducted on an arm's length basis. If no business transaction exists between the issuing company and any company in the same group enterprise, the applicant company shall issue an undertaking to the effect that all future such transactions will be conducted on an arm's length basis (not applicable to public enterprises).
  4. Description of the issuance of new shares by the issuing company to increase cash capital substantially that is already implemented or in the process of being implemented in the fiscal year of the listing application and the immediately preceding fiscal year, and an evaluation as to whether the expected benefit has been achieved.
  5. Whether the line of credit applied for is used jointly by the issuing company and any other company.
  6. Whether the issuing company has loaned any large amount of funds to others without good cause.
  7. Where the company applying for listing satisfies the requirements in Article 6-1 of the Listings Review Rules, it shall add the following:
    1. The process by which the government grants concession and the laws and regulations relevant to the projects.
    2. Abstracts of major contracts relevant to the projects.
    3. Profiles of and division of work among major shareholders and operators and certification of technical, financial and other required capabilities to completion the concession contracts.
    4. Other special matters sufficient to affect completion and operation of individual projects.
  8. Where the company applying for a listing satisfies the requirements in Article 16 of the Listings Review Rules, it shall disclose the following additional information (not applicable to public enterprises):
    1. Operation strategies after the listing (including the land acquisition strategies and business plans for the ensuing five years).
    2. Relevant information on construction projects over the past three years and up to the current year, including the name, location, area of foundation, nature of the construction contract, work commencement date, completion date (or scheduled completion date), number of stories, number of units, total floor space dollar amount reserved for own use (cost), dollar amount regarding units available for sale, gross operating profit (or projected gross operating profit), amount regarding units sold, number of units sold, work progress, and manner of construction (joint venture, self-construction or other arrangement) of each individual project.
    3. Information regarding projects not yet developed where land is acquired and planning is completed, including the name, location, area of foundation, manner of construction (joint venture, self-construction or any other arrangement), scheduled commencement date and scheduled completion date, projected number of stories of the building(s), projected number of units, projected total floor space, dollar amount reserved for own use (cost), projected sales, projected gross operating profit, current land value published, and current purposes.
    4. With regard to projects completed but not yet sold as of the current year, the projected sales and the ratio between the net sales and the total assets in the fiscal year of the listing application and the following fiscal year.
    5. The feasibility of (A) and (C) and the possibility of accomplishing (D), as evaluated by a securities underwriter.
    6. Whether, as evaluated by a securities underwriter, there is any irregularity with respect to the sources in the purchase of land or of construction work or buildings not yet completed, in the most recent five fiscal years and the fiscal year of the listing application.
    7. Where the situation under Paragraph 1, Subparagraph 6 of the same article occurs, the calculation results and impact on the profitability standard shall be described.
  9. Where any of the situations set forth in Article 10 or Article 26 of the Supplementary Provisions to the Listings Review Rules occurs in respect of the issuing company, it shall fully disclose the details of the business transactions which are not conducted on an arm's length basis and how such transactions are handled and report at the shareholders meeting.
  10. Where the domestic issuing company files an application for a listing of ordinary corporate bonds, it shall disclose the following additional information:
    1. The sources of funds for the payment of principal and interest of the corporate bonds.
    2. Where the issuing company is subject to credit rating, it shall disclose the rating report issued by the credit rating institution, including the rating level, reasons for and meaning of the rating result, and prospects evaluated etc.
  11. Fully disclose the basis and method of the joint determination of offering price by the issuing company and securities underwriter, at least including the following:
    1. The method, principle, or calculation method in regard to the offering price, along with its comparison to the internationally accepted market approach, costing method and income approach.
    2. Comparison of the financial condition, profitability and price-earnings ratio between the issuing company and TWSE listed or GTSM companies in the same trade or business.
    3. If the agreed offering price is set in accordance with a financial expert's opinion or valuation institution's evaluation report, the content and conclusions of the expert opinion or evaluation report shall be expounded.
    4. The issuing company's average stock price and trading volume within the most recent month of listing on the Emerging Stock Market.
    5. The evaluation opinion of the securities underwriter on the reasonableness of the offering price which it jointly determines with the issuing company.
  12. The issuing company shall, based on its offering price and average stock price on the Emerging Stock Market for the most recent month of listing, calculate, using the intrinsic method, the possible impact of the issued employee subscription warrants, for which the last day of stock-based payment transaction has not arrived, on the financial statement after applying for the listing of shares of the issuing company.
  13. Where Articles 4, Paragraphs 2 and 3, or Article 28-1, Paragraphs 5 and 6 of the Listings Review Rules apply, or the applicant that is a technology enterprise or cultural and creative enterprise applies for initial listing of securities, and a securities underwriter is commissioned to handle the public offering before an initial listing, and a certain percentage of shares are reserved for allotment via negotiated sale, additional information including allotment list, number of shares to be subscribed as agreed, total number of shares for allotment as agreed, ratio of shares reserved for allotment to total shares to be offered, and matters such as period of central depository of shares for allotment and restrictions on sales, shall be included.
  14. The securities underwriter shall issue an evaluation opinion on the fairness of allotment list, number of shares for allotment, ratio of shares for allotment to total shares to be offered, restrictions on sales of allotted shares, financial resources available for payment, and adequacy of agreed matters.
  15. Where a domestic issuing company or foreign issuer commissions a securities underwriter to handle the public offering before an initial listing in accordance with Paragraph 13, the domestic issuing company or foreign issuer shall make a statement undertaking it has not offered and will not offer any interest, direct or indirect, to potential investors interested in sale or to its appointed party in any manner or by any method. The potential investor interested in sale shall also make a statement undertaking he/she/it has not requested or received and will not request or receive any interest, direct or indirect, from the issuing company or underwriter in any manner or by any method.
  16. Other written undertakings or representations required by relevant provisions.