| Article 1 |
These Supplemental Directions apply to all applications for listing of stock on the Taipei Exchange (TPEx) by financial holding companies incorporated under the Financial Holding Company Act.
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| Article 2 |
A financial holding company applying for TPEx listing of its stock shall meet the following requirements:
- The company has obtained an approval letter issued by the competent authority in charge of the relevant industry.
- The company has been incorporated under the Company Act for 2 complete fiscal years; provided that where the actual operation period of one or more of its banking subsidiaries, insurance subsidiaries, or securities subsidiaries exceeds 2 complete fiscal years, such period may be used in lieu of the incorporation period for financial holding companies.
- Profitability: The company has ratio of net profit before tax to paid-in capital, as reported in the financial report compiled in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, of 4 percent or more for the most recent year, with no year-end accumulated deficit for the most recent fiscal year; or 3 percent or more for each of the most recent 2 years; or an average of 3 percent or more for the most recent 2 years, with profitability for the most recent year more favorable than that for the previous year. Profitability, as reported in the above financial report, does not take into account the effects of the net profits (losses) of non-controlling interests. However, the above net profit before tax for the most recent fiscal year shall not be lower than NT$4 million.
- Shareholding dispersion: The number of its registered shareholders, excluding company insiders and any juristic person in which such insiders hold more than 50 percent of the shares, shall not be less than 300; the total amount of the combined shareholdings of such registered shareholders shall constitute 20 percent or more of the total issued shares, or more than 10 million shares.
- The directors, and shareholders holding more than 10 percent of the total issued shares, have undertaken centralized custody of their shareholdings and withdrawal of the shares at expiration of the period of custody in accordance with the TPEx Rules Relating to Article 3, paragraph 1, subparagraph 4 of the TPEx Rules Governing the Review of Securities for Trading on the TPEx.
- The company has received a written recommendation from two or more securities firms. However, one of those securities firms shall be designated as the principal recommending securities firm, while the other(s) shall be co-recommending securities firms.
- The company shall engage a professional shareholder services agent to handle shareholder services. A TPEx listed company that becomes listed at any time from 2 January 2013 onward shall engage a professional shareholder services agent to process shareholder services matters, and may not take those matters back into its own hands.
The provisions of Article 10 of the TPEx Rules Governing the Review of Securities for Trading on the TPEx shall apply mutatis mutandis to the application for TPEx listing by a financial holding company.If, however, none of the events enumerated in paragraph 1 of Article 10 applies to a financial holding company, but any of the events in Article 10, paragraph 1, subparagraphs 1, 3, 4, 6, 7, or 12 applies to a subsidiary of the holding company and the TPEx deems it unsuited for TPEx listing, the TPEx may deny approval for TPEx listing of the financial holding company's stock.
The term "subsidiary" as used in the preceding two paragraphs means either of the following:
- A banking subsidiary, insurance subsidiary, or securities subsidiary in which a financial holding company has a controlling interest; or
- Any other entity in which the financial holding company holds more than 50 percent of the issued voting shares or of the total authorized capital, or in which the financial holding company has directly or indirectly elected or designated the majority of the directors.
The professional shareholders services agent referred to in paragraph 1, subparagraph 7 shall possess documentation of the following matters issued by the Taiwan Depository and Clearing Corporation (TDCC):
- All of the personnel and equipment involved in its handling of stock affairs meet the requirements set forth in the Regulations Governing Handling of Stock Affairs by Public Companies.
- During the past 3 fiscal years there has been no instance of its failure to make improvements by a deadline after auditing by the Taiwan Securities Central Depository Company and issuance of written recommendations for improvement.
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| Article 3 |
When a recommending securities firm carries out assessment and auditing procedures for an initial application for TPEx stock listing by a financial holding company, in addition to complying with the Taipei Exchange Assessment and Auditing Procedures for Recommending Securities Firms Handling Initial Applications for TPEx Stock Listing, it shall conduct assessment in accordance with provisions 4, 5, 6, 8, 9, 10, 11, and 12 of said Procedures for each individual subsidiary based upon the nature of its business and submit opinions for each as the basis for issuance of summary opinions.
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| Article 4 |
(Deleted)
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| Article 5 |
A financial holding company incorporated through a conversion from one or more TPEx (or TWSE) listed financial institutions shall file its application for TPEx listing under Chapter II-1, Section V of the TPEx Regulations Governing Securities Trading on the TPEx.
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| Article 6 |
When applying for TPEx listing of its stock, a financial holding company may use the TPEx listing guidance period determined by the incorporation period of the subsidiary under Article 2, subparagraph 2 in lieu of the TPEx listing guidance period for financial holding companies.
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| Article 7 |
A subsidiary in which70 percent or more of its shares are held by a financial holding company that is already listed on the TPEx or TWSE may not apply for TPEx listing; if such a subsidiary has been TPEx listed, the listing shall be terminated.
Where according to the preceding paragraph a holding company subsidiary shall have its TPEx listing terminated as a result of the acquisition of more than 70 percent of its shares by a financial holding company, the financial holding company shall make a commitment to purchase, without limitation, other shares of the subsidiary that are outstanding on the market.
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| Article 8 |
These Supplemental Directions, and any subsequent amendments hereto, shall take force after passage by the TPEx board of directors and submission to and approval or recordation by the competent authority.
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