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Article NO. Content

Title:

Taiwan Stock Exchange Corporation Directions for Lead Securities Underwriters Mandated to Assist Principals in Complying with ROC Laws and Regulations and the Taiwan Stock Exchange Corporation Rules Related to TWSE Listing  CH

Amended Date: 2021.03.31 
Categories: Primary Market > Management > Primary Listings
Article 2     A lead securities underwriter assisting a TWSE primary listed company, Taiwan Innovation Board listed company or a Taiwan Innovation Board primary listed company (“Principal”) in complying with ROC securities laws and regulations and relevant TWSE rules shall perform the following duties:
  1. Assign specialists to assist and counsel the Principal in complying with ROC securities-related laws and regulations and the TWSE rules, bylaws, public announcements, and listing contract.
  2. Before the Principal holds a press conference concerning material information, the lead securities underwriter shall provide consultation and advice and also review the completeness and legitimacy of the disclosure of information. If the Principal is known or found to have failed to comply with the guidelines for press conferences concerning material information, the lead securities underwriter shall initiate contact with the Principal requesting compliance and notify the TWSE as required.
  3. When the TWSE conducts analysis and management of material events and other supervisory procedures concerning the Principal, the lead securities underwriter shall assist the Principal in completing matters requested by the TWSE, and attend relevant TWSE supervisory meetings together with the Principal to assist the Principal in providing explanations and preparing information.
  4. Urge the Principal to perform its undertakings made to the TWSE at the time it became listed on the TWSE. If the Principal is discovered to have failed to fulfill any undertaking, the lead securities underwriter shall immediately notify the TWSE.
  5. Hold annually or assist the directors, supervisors, general manager, spokesperson, deputy spokesperson, financial officer, accounting officer, research and development officer, internal audit officer, and litigious and non-litigious agent of the Principal in participating as required in courses on corporate governance and commercial and legal affairs, to understand relevant legal liabilities. When such personnel resign or are transferred, the lead securities underwriter shall ascertain the reasons and shall notify the TWSE of any material irregularity.
  6. Attend the Principal’s board of directors meetings as a non-voting delegate to offer consultations and advice as appropriate. Review minutes of board of directors’ meetings after the meetings to ascertain the operation of the board of the Principal. Also assign specialists to establish communication mechanisms with independent directors. Assist the Principal in selecting eligible director nominees to form an effectively functioning board of directors.
  7. Pay an annual site visit to the Principal’s major business establishments or subsidiaries to ascertain their operations. Interview the actual responsible persons and key personnel such as those in charge of finance and business and compile interview records.
  8. Assist the Principal annually in holding investor conferences in the ROC.
  9. Collect information that has a material effect on the shareholders equity or securities price of the TWSE primary listed company from mass media coverage at the Principal’s major business establishments, and assist the company in publicly disclosing relevant material information. If it is discovered that the Principal is unable to make a timely disclosure of material information, the lead securities underwriter shall immediately request the required disclosure from the Principal and notify the TWSE.