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These Supplemental Directions may be applied where a private institution participating in infrastructure applies for TPEx listing of its stock.
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The term "private institution participating in infrastructure" as used herein shall be an enterprise engaging in major national public works in which the Government encourages private participation, a newly incorporated company for purpose of acquiring and that has acquired the concession agreement for investment, construction, and operation granted by the Central Government, local governments at the municipal level, or a juristic person 50% or greater of whose capital is contributed by any of the aforesaid governments, and a public company whose lines of business have been approved by the central competent authority in charge of the relevant industry.
The term "major shareholders" as used herein refers to the applicant company's directors, shareholders holding 3% or more of its total issued and outstanding shares, or shareholders providing technical know-how as capital contribution and thereby holding 0.5% or more of its total issued and outstanding shares or 100,000 shares or more, except where during the emerging stock registration period of the company, its recommending securities firm holds 3% or greater of its total issued and outstanding shares as a result of subscription or transaction of operating securities.
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Where a private institution participating in infrastructure applies for TPEx listing of its stock, the following requirements shall be satisfied, and the application of the provisions of Article paragraph 1 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx with respect to period of operation and profitability shall be excluded:
- Its paid-in capital equals NT$2.5 billion or more.
- The remaining term of its concession agreement is 15 years or longer at the time when it applies for TPEx listing.
- The total estimated cost for the infrastructure project based upon which it acquires the concession agreement is NT$5 billion or more.
- Its major shareholders or operators shall have the technical capability, financial means, and other necessary abilities as required for the performance of the concession agreement, and a certification shall have been obtained from the agency granting the concession agreement.
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A private institution participating in infrastructure shall obtain a positive opinion from the central competent authority in charge of the relevant industry indicating that its accounting system and internal control systems are effective.
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The major shareholders of a private institution participating in infrastructure shall place their shares therein under centralized custody in pursuance of the following requirements.
- Ratio of shares for centralized custody:
A party required to place its shares in centralized custody shall place in centralized custody the number of shares calculated by deducting the number of shares underwritten by engaged recommending securities firms from the shareholding figures indicated in its TPEx application documents. The total thus obtained shall not result in a percentage lower than that set forth in the latter part of this subparagraph. If there is any shortfall, the party shall coordinate with other shareholders to remedy the difference.
The provision of the fore part of this subparagraph regarding the total number of shares required to be placed in centralized custody is based on the shares of common stock already publicly offered and issued by the issuing company, i.e. the total number of shares at the time of application for TPEx listing, and the total percentage of shares that must be placed in centralized custody shall be calculated as follows (provided, however, that the total number of shares required to be placed in centralized custody shall not exceed 50% of the common shares already issued by the company at the time of its application for TPEx listing, and that the shares required to be placed in centralized custody are limited to shares of common stock that have been publicly offered and issued):
- Where the total number of shares at the time of application for TPEx listing is 1 billion or fewer, 50% of the total number of shares shall be placed in centralized custody.
- Where the total number of shares at the time of application for TPEx listing is greater than 1 billion but not more than 3 billion, in addition to abiding by the provisions of the preceding items above, the party shall place in centralized custody 40% of those shares in excess of 1 billion.
- Where the total number of shares at the time of application for TPEx listing is greater than 3 billion but not more than 5 billion, in addition to abiding by the provisions of the preceding items above, the party shall place in centralized custody 30% of those shares in excess of 3 billion.
- Where the total number of shares at the time of application for TPEx listing is greater than 5 billion but not more than 7 billion, in addition to abiding by the provisions of the preceding items above, the party shall place in centralized custody 20% of those shares in excess of 5 billion.
- Where the total number of shares at the time of application for TPEx listing is greater than 7 billion, in addition to abiding by the provisions of the preceding items above, the party shall place in centralized custody 10% of those shares in excess of 7 billion.
- Period for centralized custody of shares:
The aforesaid shares shall be placed in centralized custody for three full years from the TPEx listing date thereof. Where upon expiration of such period, the project undertaken by the applicant company has not been fully completed and thus the business operation has not been commenced, the custodial period shall be extended until the date of full completion and business operation. Provided that where the business operation has commenced before the project is fully completed, the custodial period shall be extended until the company's annual financial report shows that there is operating income and income before tax. The custody contract may not be rescinded during the custody period, and neither the shares nor the custody receipt may be transferred or pledged. Custody of shares shall remain in effect without regard to any change in the identity of the holder of the shares.
- (deleted)
- Retrieval of shares in centralized custody:
One-sixth of the shares in centralized custody may be retrieved upon expiration of the custodial period, and one-sixth thereof may be retrieved once every six months thereafter.
- At the time of application for TPEx listing, the issuing company shall make a commitment that during the period of centralized custody of shares, shareholders who have already placed shares in custody shall make a further submission to centralized custody of common stock they obtain through later subscriptions or conversions in connection with their holdings of already-issued preferred shares with warrants, convertible preferred stock, corporate bonds with warrants, or convertible corporate bonds, based on the proportion of the total number of shares that they submitted for custody as calculated according to subparagraph 1 at the time of application for TPEx listing. The provisions of subparagraphs 2 and 4 shall apply mutatis mutandis with respect to the periods prescribed for custody and withdrawal of those shares.
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[Deleted]
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These Supplemental Directions, and any amendments thereto, shall take effect after the board of directors of the Taipei Exchange has voted its approval and filed them with the competent authority for review and recordation.
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