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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: 2021.05.05 
Categories: Primary Market > Review
Article 4     Front cover of the prospectus (supplementing Article 3 of the Prospectus Regulations):
  1. Where an issuing company files an application for the listing of securities for the first time in accordance with Article 4, paragraph 2 or 3, or Article 28-1, paragraph 5 or 6 of the Rules Governing Review of Securities Listings (Listings Review Rules), it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 5, paragraph 2 (or paragraph 3 of the same article, or Article 28-1, paragraph 5 or 6) of the Listings Review Rules and we are not required to meet the listing criteria with regard to profitability."
  2. Where an issuing company files an application for the listing of securities as a technology or cultural and creative enterprise, it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 5 (or Article 28-1, Paragraph 2) of the Listings Review Rules and, as a technology or cultural and creative enterprise, our business entails considerable risks."
  3. Where an issuing company files an initial application for the listing of securities in accordance with Article 6 of the Listings Review Rules, it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 6 of the Listings Review Rules and, as an important enterprise involved in national economic reconstruction projects, we are not required to meet the listing criteria with regard to profitability".
  4. Where an issuing company applies for listing as an information software enterprise, it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks according to provisions governing information software enterprises and are engaged in information software business".
  5. Where an issuing company applies for listing as an investment holding, financial holding company or venture capital company, it shall include the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks as an investment holding, financial holding company or venture capital company and are engaged in the holdings or investment business."
  6. Where an issuing company files an initial listing application in accordance with Article 6-1 of the Listings Review Rules, it shall include the period of existence of the concession agreements acquired by the company and the following wording in clear typeface on the front cover of the prospectus: "Investors are hereby put on special notice that we are a company applying for a listing of stocks in accordance with Article 6-1 of the Listings Review Rules. We are an enterprise participating in major national public construction projects under encouragement of the government and are not required to meet the listing criteria with regard to profitability."
  7. Where an issuing company issues new shares to increase cash capital and commissions a securities underwriter to handle the public offering before an initial listing, it shall include the following wording in clear typeface on the front cover of the prospectus: "This Prospectus is applicable to an initial listing of securities. We plan to issue new shares to increase the cash capital and commission a securities underwriter to handle the public offering before the listing."
  8. Where an issuing company provides publicly offered and issued stock for an over-allotment option for the lead securities underwriter, such company shall include the following wording in clear typeface on the front cover of the prospectus: "For cases of underwriting initial listings, there will be no price limits for the first five trading days after listing. Investors shall be aware of the risks of trading."
  9. Where a Foreign Issuing Company applies for a primary listing of stocks, it shall include the following wording in clear typeface on the front cover of the prospectus: "For the year of listing and three fiscal years thereafter, the Company will continue to commission the lead securities underwriter to assist the Company with compliance with R.O.C. securities laws and regulations, the Taiwan Stock Exchange rules and regulations and bulletins, and listing contracts."
  10. A domestic issuing company or foreign issuer applying for the initial listing of stocks on the Taiwan Innovation Board shall include the following wording in clear typeface on the front cover of the prospectus:
    1. “The Company is an applicant for the initial listing of stocks on the Taiwan Innovation Board in accordance with Article 29, paragraph 1 (or paragraph 2) of the Listings Review Rules. The Company is not subject to any profitability requirement as a listing condition and engages in substantially risky business, therefore its stocks are for trading by eligible investors only. Investors should pay particular attention to the above.”
    2. “The Company will continue to engage a lead securities underwriter from the date of listing to assist the Company with its compliance with the Republic of China securities laws and regulations, the listing contract, and other bylaws and rules and regulations. If the engagement of the lead securities underwriter is terminated during the listing period, the Company shall appoint a new securities underwriter as successor within one month of the effective date of the termination. Should the Company fail to so appoint within the prescribed time limit, the Company will be deemed to violate the undertaking issued at the time of the listing application, in which case the TWSE may suspend the trading of or delist the Company’s listed securities in accordance with the Operating Rules.”
  11. A Foreign Issuing Company shall specify the following fees as related to the application for listing of its shares in clear typeface on the front cover of the prospectus:
    1. Underwriting fees, exposition and counseling fees, compensation for securities underwriting on a firm commitment basis, or best-efforts underwriting fees.
    2. Listing review fees.
    3. Other fees, including fees for accountants, lawyers, and printing etc. No detailed enumeration for each item is required.