| 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 (TSEC) Rules Governing Review of Securities Listings.
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| Article 2 |
A financial holding company applying for stock exchange listing shall meet the following conditions:
- Has obtained an approval letter for the stock exchange listing application from the competent authority in charge of the relevant industry.
- Incorporation period: three years have elapsed since its registration of incorporation, or any of its subsidiaries has been in actual operation for longer than three years.
- Profitability: the operating income and income before tax in its consolidated financial statements for the most recent two fiscal years prepared according to Statement of Financial Accounting Standards No. 7 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, with aggregated shareholdings of at least 20 percent of the total issued shares or 10 million shares.
- An issuer applying for listing of securities shall establish a professional stock affairs agency or a stock affairs unit in the area where the TSEC 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.
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| Article 3 |
A financial 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 TSEC Rules Governing Review of Securities Listings.
The TSEC will determine the shareholders' equity and profitability of a financial holding company on the basis of its consolidated financial statements.
The provisions of Article 9 of the TSEC Rules Governing Review of Securities Listings shall apply mutatis mutandis to a stock exchange listing application by a financial holding company. Provided, where none of the events enumerated in paragraph 1 of Article 9 of those Rules applies to the financial holding company but one of the events enumerated in subparagraphs 1, 3, 4, 6, 8, or 11 applies to a subsidiary of the holding company and the TSEC deems listing to be inadvisable, the TSEC may disapprove the stock listing application of the financial holding company.
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| Article 4 |
A subsidiary in which more than 70 percent of the shares are held by a financial holding company already listed on a domestic stock exchange or OTC market may not apply for domestic stock exchange listing; where the subsidiary has already been listed, the listing shall be terminated.
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| Article 5 |
These Rules, and any amendments hereto, shall enter into force upon public announcement following ratification by the competent authority.
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