Article NO. Content

Title:

Taiwan Stock Exchange Corporation Directions Governing the Particulars to be Recorded in the Securities Underwriter's Assessment Report 

Amended Date: 2020.03.02 
Categories: Primary Market > Review
9     Provide the assessment opinion describing if the local issuer has any of the circumstances where listing of shares is advised against as described under Article 9, paragraph 1 of the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings (the "Rules"), or if the foreign issuer or a subordinate company thereof has any of the circumstances where listing of shares is advised against as described under Article 20-8 of the Rules. Assess if the circumstance in Article 9, paragraph 1, subparagraph 11, item 2 or Article 28-8, subparagraph 7, item 2 of the Rules applies. Also list and describe the following:
  1. In regard to each of the reductions of shareholding in the issuing company by the TWSE/TPEx-listed company over the last three years, whether the cause, ratio, stock assignees or specific persons negotiated with, price and impact on the equity of the shareholders of the TWSE/TPEx-listed company have been reviewed by the audit committee of the TWSE/TPEx-listed company, resolved on by its board of directors and reported at its shareholders’ meeting and, in the absence of an audit committee, have been consented to by two-thirds or more of the directors.
  2. Where over the last three years the TWSE/TPEx-listed company has reduced its shareholding in the issuing company on account of a forfeiture of its subscription rights to shares issued by the issuing company for cash capital increase, in regard to the pricing basis and standards for identifying specific persons to negotiate with in each cash capital increase undertaken by the issuing company, whether an assessment opinion by an independent expert on the fairness of the price of the new shares issued for cash capital increase has been obtained, whether such basis and standards have been reviewed by the audit committee or special committee and resolved on by the board of directors of the issuing company, and whether the relevant stock release procedures have been adhered to; and whether the composition, qualification, method of review, and other matters pertaining to the special committee are governed mutatis mutandis by the Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition and, in the absence of an audit committee or special committee, whether consent of two-thirds or more of the directors has been procured.
    Provide the assessment opinion describing if the professional qualifications of and exercise of duties by the independent directors and members of the remuneration committee established by the issuing company and relevant matters are consistent with what is prescribed under the securities laws and regulations of the R.O.C.

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