| Article 1 |
These Rules are adopted pursuant to Article 140 of the Securities and Exchange Act and Article 20 of the Taiwan Stock Exchange Corporation (TWSE) Rules Governing Review of Securities Listings.
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| Article 2 |
The term "investment holding company" as used herein means a company that is a professional investment company the purpose of which is to control the business operations of another company.
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| Article 3 |
The term "holding company subsidiary" as used herein means a company to which any of the following circumstances applies:
- An invested company in which an investment holding company directly holds more than 50 percent of the issued voting shares or more than 50 percent of the contributed capital;
- An invested company in which an investment holding company indirectly through its subsidiary(ies) holds more than 50 percent of the issued voting shares or more than 50 percent of the contributed capital;
- An invested company in which an investment holding company directly, and indirectly through its subsidiary(ies), holds more than 50 percent of the issued voting shares or more than 50 percent of the contributed capital.
- A company in which an investment holding company directly or indirectly appoints or designates more than half of the directors in the board of directors.
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| Article 4 |
An investment holding company applying for listing of its stock shall meet the following conditions:
- Incorporation period: three years have elapsed since its registration of incorporation, or any of its holding company subsidiaries has been in actual operation for longer than three years.
- Shareholders' equity: the total shareholders' equity for the most recent fiscal year shall be at least NT$1 billion.
- Profitability: the operating income and income before tax in its consolidated financial statements for the most recent two fiscal years each account for three percent or more of the total shareholders' equity.
- Shareholding dispersion: shareholders of record other than insiders of the company and juristic persons of which such insiders own over 50% of the shareholding are not less than 500 in number, and have aggregate shareholdings of at least 20 percent of the total issued shares or 10 million shares.
- The applicant company does not engage in any business other than investment.
- The applicant company shall hold two or more holding company subsidiaries, and those holding company subsidiaries may not be professional investment companies, and may not hold shares in the applicant company.
- At least 70 percent of the operating income in its consolidated financial statement shall come from the holding company subsidiaries.
- The book amount of its investment in the holding company subsidiaries referred to in the preceding subparagraph shall account for at least 50 percent of both its long-term equity investment and shareholders' equity.
- The applicant company does not borrow funds from any non-financial institution.
- Its net worth before distribution of earnings according to its consolidated financial statement for the most recent fiscal year accounts for one-third or more of its total assets.
- An issuer applying for listing of securities shall establish a professional stock affairs agency or a stock affairs unit in the area where the TWSE is located to process stock affairs matters before the TSCE will accept its listing application for processing.
- The professional stock affairs agency or stock affairs unit referred to in the preceding subparagraph shall have stock-affairs personnel and equipment that comply with the provisions of the Regulations Governing the Administration of Shareholder Services of Public Companies adopted by the competent authority, and it shall not have any record in the past three fiscal years of having been given post-audit recommendations for improvement in writing by the Taiwan Depository & Clearing Corporation and failing to make improvements by the deadline.
An investment holding company applying for listing of its stock may be exempted from the requirements in subparagraphs 1 and 3 of the preceding paragraph if its total shareholders' equity for the most recent fiscal year reaches at least NT$800 million and its holding company subsidiary meets all the conditions in the following subparagraphs:
- The central competent authority in charge of the relevant industry has issued an unequivocal opinion establishing that it is a technology enterprise.
- It has successfully developed products and the products are marketable, as is established by an unequivocal opinion issued by the central competent authority in charge of the relevant industry.
When a holding company subsidiary is required to be a professional investment company because the investment holding company has invested via a third location, the restriction in subparagraph 6 of the preceding paragraph that the holding company subsidiary may not be a professional investment company may be lifted on the condition that the investment holding company give an undertaking that it will include in its consolidated financial statements the financial conditions and business conditions of all subsidiaries controlled directly or indirectly by the holding company subsidiary.
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| Article 5 |
An investment holding company applying for stock exchange listing shall do so with a written recommendation by a securities underwriter and shall place its stocks in centralized custody and offer them for public sale in accordance with Article 10 and Article 11 of the TWSE Rules Governing Review of Securities Listings.
The TWSE may disapprove the stock exchange listing application of an investment holding company where any of the events in subparagraphs 1, 3, 4, 6, 8, or 11 of Article 9, paragraph 1, of the Rules Governing Review of Securities Listings applies to a holding company subsidiary of the investment holding company.
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| Article 6 |
A holding company subsidiary in which more than 70 percent of the shares are held by an investment holding company already listed on a domestic stock exchange or OTC market may not apply for domestic stock exchange listing.
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| Article 7 |
These Rules, and any amendments hereto, shall enter into force upon public announcement following ratification by the competent authority.
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