S
M
L

Search Result

Title Taipei Exchange Procedures for Review of TPEx Trading of Foreign Securities CH
Date 2025.02.18 ( Amended )

Article Content

Chapter 1 General Principles
1     These Procedures are adopted pursuant to Article 3 of the Taipei Exchange (TPEx) Rules Governing the Review of Foreign Securities for Trading on the TPEx ("the Foreign Securities Review Rules").
2     TPEx review of all applications for TPEx trading of foreign securities of foreign issuers will be performed in accordance with these Procedures, in addition to the applicable provisions of other acts and regulations.
3     Where a foreign issuer and its appointed agent or depository institution apply for a TPEx primary listing or a TPEx secondary listing of its stocks, Taiwan Depository Receipts (TDRs), or bonds, it shall fill out the TPEx application form, attach all required documents, and submit it to the TPEx.
    When applying for TPEx listing pursuant to Article 4, paragraph 4 of the Foreign Securities Review Rules, the applicant shall, by the procedure in one of the following subparagraphs, obtain an assessment opinion from the competent Republic of China (ROC) authority for the relevant industry according to the nature of the applicant's business (hereinafter, "the competent ROC authority for the relevant industry") stating that the company is a technology enterprises or cultural and creative enterprise and furthermore possesses marketability, and only then may it submit its application for TPEx listing:
  1. Prepare the required documents as set out in the rules of the competent ROC authority for the relevant industry, and then shall apply to the TPEx for issuance of an assessment opinion, copying the application and relevant documents to the competent ROC authority for the relevant industry. The case-handling unit shall, upon receipt of the documents, request an opinion from the competent ROC authority for the relevant industry, and the TPEx will, upon receipt of the letter of reply with the assessment opinion from the competent ROC authority for the relevant industry, issue the opinion to the applicant.
  2. Obtain an assessment opinion from the competent ROC authority for the relevant industry in accordance with Article 3, paragraph 2, subparagraph 1 of the Taiwan Stock Exchange Corporation Procedures for Review of Securities Listings.
    The applicant company shall apply for TPEx listing within 1 year from the date of issuance of the letter containing the assessment opinion from the competent ROC authority for the relevant industry under the preceding paragraph. If this time limit is exceeded, the applicant company shall repeat the procedure under the preceding paragraph.
    When applying for TPEx listing pursuant to Article 24, paragraph 4, or Article 27, paragraph 3 of the Foreign Securities Review Rules, the procedures under the preceding two paragraphs shall apply mutatis mutandis.
3-1     Before a foreign issuer applies to the TPEx for a TPEx primary stock listing pursuant to Article 4 of the Foreign Securities Review Rules, if individuals, juristic persons, groups, or other institutions from the Mainland Area have direct or indirect shareholding or capital contribution exceeding 30 percent in, or have effective control over, the foreign issuer, the foreign issuer shall first complete an Application for Special-Case Permission (Table 1), and deliver it to the TPEx with the documents required to be annexed. The TPEx will issue a specific review opinion and submit it in a report to the competent authority. Only after the competent authority has approved its special-case application case may the foreign issuer apply to the TPEx for a TPEx primary stock listing.
    Within 3 months from the date of issuance of the response letter from the competent authority, the foreign issuer shall apply to the TPEx for a TPEx primary stock listing. If it exceeds the deadline, it must reapply to the TPEx.
    Before a foreign issuer applies to the TPEx for a TPEx primary stock listing pursuant to Article 4 of the Foreign Securities Review Rules, if provisions of the ROC Securities and Exchange Act that apply mutatis mutandis to the issuer are in conflict with mandatory provisions of law or regulation in the foreign issuer's country of registration, the foreign issuer shall first complete an Application for Special-Case Permission (Table 2) and deliver it to the TPEx with the documents required to be annexed. The TPEx will then issue a specific review opinion and submit it in a report to the competent authority. Following a public announcement by the competent authority that foreign issuers of the given country of registration may be exempted from the application of specific provisions of the Securities and Exchange Act, the TPEx will reply by letter to the given foreign issuer on the basis of the competent authority's announcement.
    If a matter addressed in a foreign issuer's Application for Special-Case Permission under the preceding paragraph falls in the category of a matter that the competent authority has already publicly announced to be entitled to exemption from the application of specific provisions of the Securities and Exchange Act, then the TPEx, after review and confirmation, will accordingly reply by letter to the foreign issuer.
Chapter 2 Applications for TPEx Primary Stock Listings
Section 1 Review Guidelines
4     The TPEx case handler shall inspect the TPEx Stock Listing Review Form (Attachment 1) and the related evidentiary documents to ascertain whether the applicant company meets the requirements for TPEx listing under Article 4 of the Foreign Securities Review Rules. If the company is an investment holding company, the case handler shall review the Investment Holding Company Qualification Review Form (Attachment 2) and related documents to ascertain whether it meets the qualifications for TPEx listing for companies of that type under Article 20 of the Foreign Securities Review Rules.
    The TPEx case handler shall also fill out a Shareholder Distribution and Custody Commitments Review Form (Attachment 3), reviewing whether the applicant company's shareholder distribution and custody commitments meet the following conditions:
  1. That the ratio of shares the applicant company plans to have underwritten conforms with TPEx rules.
  2. That the applicant company's shareholder distribution meets the standards of Article 4 of the Foreign Securities Review Rules; if it does not, whether the applicant company is committed to reaching those standards prior to listing.
  3. That the percentages of shares being placed in centralized custody by persons required to place shares in centralized custody, and their related commitments, conform with TPEx rules.
    The TPEx case handler shall also inspect the Legal Issues Review Form (Attachment 4) that the applicant company filled out in conjunction with a Taiwan lawyer to ascertain the following matters:
  1. If the laws of the company's country of registration place restrictions on the locations where shareholders meetings may be convened or on voting systems or other forms of exercise of shareholder rights, whether such restrictions would affect the exercise of rights by shareholders of the applicant company. If so, the applicant company shall describe any measures it has for guaranteeing exercise of rights by Taiwan domestic shareholders, and those measures shall be assessed by a lawyer.
  2. The applicant company shall adopt concrete provisions in its articles of incorporation or organizational documents guaranteeing the exercise of shareholder rights.
  3. Whether the applicant company, in the year of its listing for TPEx trading and in the following 3 fiscal years, has continued to engage a lead recommending securities firm to assist the foreign issuer in complying with Taiwan's securities laws and regulations, TPEx rules and public announcement matters, and the foreign issuer's TPEx primary listing contract.
5     In reviewing whether any of the circumstances of the subparagraphs of Article 9, paragraph 1 of the Foreign Securities Review Rules apply to the applicant company, the TPEx case handler shall perform a secondary review of the Form for Review of the Circumstances Under the Subparagraphs of Article 9, paragraph 1 of the Foreign Securities Review Rules (Attachment 5) filled out by the lead recommending securities firm, the review procedures it used, and the conclusion of the evaluation.
    The case handler shall review whether the recommending securities firm performed its evaluation in accordance with the following procedures:
  1. Whether the circumstances of Article 156, paragraph 1, subparagraphs 1 through 3 of the Securities and Exchange Act are present:
    1. The recommending securities firm shall obtain a lawyer's legal opinion, and shall perform a second review of the applicant company's minutes of the board of directors and shareholders meetings, financial reports, and account books in order to assess whether the applicant company has any involvement in litigation or non-litigious matters whose outcome would cause the company to dissolve or would cause any change in its organization, capital, operations planning, or financial status, or that would cause it to cease production, and whether there would be a resulting likelihood of affecting the market order or the public interest.
    2. The recommending securities firm shall obtain a lawyer's legal opinion, and shall perform a second review of the applicant company's minutes of the board of directors and shareholders meetings, financial reports, and account books in order to assess whether the applicant company has suffered any major disaster, signed important contracts, had any unusual accidents, changed important content in its operations plan, or had a check refused, the result of which would cause a marked, material change in the company's financial status, and whether there would be a resulting likelihood of affecting the market order or the public interest.
    3. The recommending securities firm shall obtain a lawyer's legal opinion in order to ascertain whether the applicant company has made any misrepresentation or violated any law in a way which would influence the price of its securities and further create the likelihood of affecting the market order or the public interest.
  2. Whether finances or operations are clearly separate and independent of others:
    1. The assessment and auditing procedures implemented by the recommending securities firm shall be sufficient to support its assessment conclusion regarding whether the applicant company's sources of funding show an overconcentration in non-financial institutions and whether it shares a line of credit with another entity such that the two cannot be clearly separated.
    2. The recommending securities firm shall obtain a lawyer's legal opinion in order to assess whether the applicant company has signed any contracts with others which would materially restrict its operation or which are obviously unreasonable.
  3. Whether the company is involved in any non-arms-length transactions which have not been rectified by the time of the application:
    1. The recommending securities firm shall obtain the basic company information and the terms of trade for the top ten consumers of the applicant company's goods and its top ten suppliers, and shall perform an analysis, for the year of the application and the 2 preceding years, of the major consumers of the applicant company's products and the trends in price changes as well as its major materials suppliers and related trends in price changes, in order to determine whether the transactions between the applicant company and its suppliers and the consumers of its goods exhibit any differences with normal transactions or any obviously unreasonable aspects.
    2. The recommending securities firm shall undertake assessment procedures with respect to related-party transactions of a material amount or of an unusual nature (including comparisons with same-industry transactions and transactions between the applicant company and non-related parties) in order to ascertain the necessity of such transactions, the legality of the decision-making process, and the reasonableness of the price and the circumstances of the payment and receipt of funds.
    3. The recommending securities firm shall apprise itself of whether there are receivables in material amounts overdue from affiliated enterprises; if so, the recommending securities firm shall ascertain the reason and whether there are any irregularities in terms of interest rates and the circumstances of receipt and payment of interest.
    4. If there are any large transfers of money between the applicant company and affiliated enterprises, shareholders, or related parties, the recommending securities firm shall ascertain the reasons and whether there are any irregularities in terms of interest rates and receipts and payments of interest.
  4. The recommending securities firm shall obtain a lawyer's legal opinion and shall adopt any other necessary assessment and auditing procedure with respect to whether the applicant company or the persons serving as directors, general manager, and de facto responsible person at the time of application committed any acts in violation of the principle of good faith within the last 3 years.
  5. Whether the applicant company has less than five directors on its board of directors or its directors are of a single gender, or whether its independent directors number less than three persons or less than one-third of the number of directors; whether its board of directors is able to execute its duties independently:
    1. The recommending securities firm shall obtain information with which it can demonstrate that the applicant company meets the following requirements:
      1. More than half of the directors on the applicant company's board of directors shall have a household registration in Taiwan; in the case of a juristic person shareholder elected as a director, the determination shall be based on the household registration of its beneficial owner. At least two of the independent directors on the board of directors shall have a household registration in Taiwan.
      2. The applicant company's audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be committee convener.
      3. More than half of the directors of the applicant company shall mutually be free of any relationship of the kind set out in Article 14, subparagraph 3 of the Foreign Securities Review Rules.
    2. The recommending securities firm shall assess the requirements for actual independence for each of the independent directors in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
    3. Evidentiary documents shall be obtained showing attendance at professional development courses by the independent directors.
  6. Whether there is any serious deterioration in the business it operates
    1. The recommending securities firm shall obtain relevant information, in order to support the reasonableness of the enterprises sampled for the comparison and to find out the status of other enterprises in the same industry, and shall review whether there is any serious deterioration in the operating revenue, operating income, and net income before tax of the applicant company, compared with enterprises in the same industry for the most recent fiscal year and the fiscal year of application for TPEx listing.
    2. The recommending securities firm shall review the reasons for the changes in the operating revenue, operating income, and net income before tax of the applicant company for the most recent three fiscal years. If there is continuing negative growth, the recommending securities firm shall obtain the applicant company's improvement plan, and evaluate its feasibility and reasonableness, and the improvement benefits.
    3. The recommending securities firm shall obtain supporting data such as research reports of relevant industry or expert opinions, in order to evaluate whether the applicant company's products or technology are outdated and their development prospects. If the applicant company's products or technology are already outdated, the recommending securities firm shall obtain other improvement plans and evaluate the improvement plans' feasibility and reasonableness.
    When an investment holding company applies for TPEx listing, the recommending securities firm shall undertake the assessment procedures set out in subparagraphs 1 through 4 of the preceding paragraph for each of the holding company subsidiaries.
    If assessment of the applicant company discovers the circumstances of any subparagraph of Article 9, paragraph of the Foreign Securities Review Rules, the TPEx shall add its opinion, and shall add detailed explanatory notes in the review report and the working papers for the review.
6     When the TPEx case handler reviews whether the applicant company conforms with the provisions of Articles 18 and 19 of the Foreign Securities Review Rules regarding applications for TPEx listing by consortiums, the case handler shall perform a second review of the individual items already assessed by the recommending securities firm in accordance with regulations relating to consortiums, and issue a review conclusion on that basis.
7     In reviewing the CPAs' attestation procedures, the case handler shall perform a further review of the Form for Secondary Review of CPA Attestation Procedures that was filled out by the CPAs (Attachment 6), with attention to the following matters:
  1. Whether audit reports have been issued for the financial reports prepared by the applicant company during the year of application and the preceding 2 years by two Taiwan CPAs approved by the competent authority for attestation of the financial reports of public companies, or whether those financial reports have been audited and attested by an international accounting firm that has a cooperative relationship with the accounting firm of the aforementioned CPAs along with an audit report additionally issued by Taiwan CPAs.
  2. If any of the following circumstances have applied to an attesting CPA of the applicant company, then another CPA shall be engaged to audit and attest the financial reports of the applicant company for the year of the application and the preceding 2 years:
    1. The CPA has received a disciplinary action or disposition equal or greater in severity to a warning by the competent authority during the preceding 2 years or the year of application for TPEx listing, provided that this will not apply when the disciplinary action or disposition was a warning or a reprimand, and the cause of the warning or reprimand occurred over 5 years prior to the date of application for TPEx listing.
    2. A cumulative two times or more during the year prior to the application for TPEx listing, there has been a public announcement by the TPEx or the TWSE, in accordance with their respective Regulations for Handling Deficiencies in Certified Public Accountants' Reviews of TPEx Stock Listing Applications and Regulations Governing the Handling of Errors by Certified Public Accountants in Auditing of Initial Applications for Market Listing, that for a period of time they were refusing to accept, in connection with companies applying for TPEx or TWSE listing, financial reports audited and attested or reviewed by the CPA.
  3. The audit report shall state the accounting principles that were adopted by the foreign issuer and the differences between those accounting principles and the International Financial Reporting Standards endorsed by the competent authority, with indexed footnotes. It shall also state that auditing was performed in accordance with Taiwan's Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Taiwan's Auditing Standards Committee's Engagement Standards.
  4. The attesting CPAs must issue an audit report made without reference to the auditing work of other CPAs.
  5. If the attesting CPAs issued an audit report with anything other than an unqualified opinion, the reviewer shall ascertain the related facts and reasons.
  6. If the attesting CPAs were changed during the year of the application or the preceding 2 years, the review shall ascertain the related facts and reasons.
    The review reports issued by the attesting CPAs for second quarter financial reports shall conform with the provisions of the preceding paragraph.
8     A second review shall be performed for the financial reports of the year of application and the preceding 2 years, with attention to the following matters:
  1. The financial reports shall be prepared in Chinese and in New Taiwan dollar ("NT dollar") units.
  2. The financial reports shall have been audited and attested or reviewed by CPAs, and include balance sheets, statements of comprehensive income, statements of changes in equity, cash flow statements, and notes.
  3. The financial reports shall have been signed or stamped with the seals of the chairman of the board of directors, managerial officers, and chief accounting officer.
  4. The aforementioned financial reports shall have been approved by the board of directors; when there are discrepancies between those reports and the financial reports for the most recent 2 years that the ordinary shareholders meeting recognized, however, the financial reports recognized by the ordinary shareholders meeting shall be obtained.
  5. The explanation of material changes in account titles in the applicant company's public prospectus shall be inspected, along with the information in the CPAs' permanent files used for financial analysis and the assessment opinion of the recommending securities firm, and a comprehensive analysis shall be undertaken of the financial reports individually and in comparison with same-sector enterprises, in order to understand any changing trends in the applicant company's financial status and profitability and whether there are any irregularities. A Form for Comprehensive Analysis of Financial Information shall be filled out (Attachment 7).
  6. When there are account titles of an exceptional nature in a financial report, and the amount is large, the CPAs' working papers shall be reviewed in order to understand the reason for their occurrence and whether there are any material irregularities.
  7. The status of improvement with respect to any matters in the financial reports for which the competent authority issued a letter with instructions for adjustment or improvement.
  8. The notes to the financial reports shall state which accounting principles are used; if the reports are not prepared according to the International Financial Reporting Standards endorsed by the competent authority, a second review shall be performed of disclosures in the notes regarding discrepancies with the International Financial Reporting Standards endorsed by the competent authority as applied in the period-on-period balance sheets and statements of comprehensive income, including any material discrepancies and the monetary amounts affected by them, in order to understand their nature and draw conclusions.
    Case handlers shall acquire a general understanding of the recent operations of the applicant company and the financial forecast information that the applicant company provides, which shall only be used in connection with the review of the application at issue and may not be made known or disclosed to outside parties.
9     The TPEx case handler shall inspect the applicant company's statement of internal control, and that it has obtained a reasonable assurance report issued by CPAs with an unqualified conclusion on the internal control system engagement.
    A secondary review shall be performed of the CPAs' internal control system engagement report working papers in connection with the applicant company's purchase and payment cycles and sales and collection cycles, in order to understand the status of the applicant company's adoption and implementation of its internal control system, and to understand whether the CPAs have carried out proper procedures that are sufficient to support the conclusions of its internal control system engagement report.
    For an investment holding company applying for TPEx listing, the reviewer shall gain an understanding of the circumstances of the engagement and the conclusions of the attesting CPAs with respect to the internal control systems of each of the holding company's subsidiaries.
10     The format of the applicant company's preliminary prospectus shall be inspected item-by-item for conformity with the Regulations Governing Information to be Published in Prospectuses for Applications for Sale of Securities on the TPEx and related laws and regulations. A second review shall be performed for the Legal Issues Review Form (Attachment 4) that was filled out by the applicant company in consultation with a Taiwan lawyer, to understand reasons for the occurrence of any irregularities noted by the lawyer and their effect on the applicant company.
11     A second review shall be performed to determine that the audit procedures used by the recommending securities firm for its assessment report conformed to the Assessment and Auditing Procedures for Recommending Securities Firms Handling Applications for TPEx Listing of Stocks, that the Recommending Securities Firm's Assessment Report (Attachment 8) was prepared in conformance with the Directions Governing the Particulars to be Recorded in Underwriter Evaluation Reports for Applications for TPEx Listing of Securities, that the report contains a clear and concrete conclusion, and that it has been jointly signed by the recommending securities firms.
12     A second review shall be performed of the recommending securities firm's audit procedures with respect to the following matters, and its conclusions regarding their influence on the operation of the company; for investment holding companies applying for TPEx listing, those matters shall be reviewed for each of the holding company's subsidiaries:
  1. Whether there were any material labor-management disputes during the year of application and the 2 preceding years.
  2. Whether, within the past 3 years, any major occupational disaster occurred due to poor safety and health facilities; or whether the company received a disposition ordering a partial or total suspension of operations due to a violation of labor safety and health laws in the applicant company's country of registration.
13     The recommending securities firm shall issue a declaration stating that its report neither concealed nor misrepresented any matter.
14     Reviewers shall gain an understanding of whether the competent authority has issued a letter indicating any matters for attention with regard to the applicant company, the reasons for their occurrence, their effect on the applicant company, and the status of improvement with regard to those matters.
Section 2 Review Procedures
15     When the TPEx receives an application for a TPEx primary stock listing, prior to accepting the application for processing it shall complete a Record of Applications Documents for TPEx Primary Stock Listing Applications (Attachment 9) and inspect whether the foreign issuer has submitted a complete set of documents.
16     A foreign issuer applying for a TPEx primary stock listing shall submit the following financial reports:
  1. Financial reports for the most recent 2 years, audited and attested by CPAs.
  2. If the application date is more than 45 days after the end of the fiscal quarter, a financial report, reviewed by CPAs, for the most recent fiscal quarter shall additionally be appended.
    During the period between the applicant company's submission of documents for TPEx primary listing and the time the stock is listed, following the end of each quarter it shall file financial reports in written form for the first quarter, second quarter, third quarter, or the year, within the time limit prescribed by the competent authority, along with the information on matters that must be publicly announced, downloaded from the TPEx-designated information reporting website. The above filings are not required when an application is voluntarily withdrawn or when the application is rejected.
    When the applicant company submits its financial report for the fiscal year of application in accordance with the preceding paragraph, the TPEx may request that the attesting CPAs and the recommending securities firm submit together therewith the CPAs' working papers and the updated information for the recommending securities firm's assessment report.
    Second quarter financial reports submitted or filed by the applicant company under paragraphs 1 and 2 shall be audited and attested by CPAs.
17     In order to understand conditions in the applicant company's industry, the TPEx shall undertake consultations with industry experts in accordance with the Directions for Consultation with Experts and Provision of Consulting Opinions in Cases of Applications for TPEx Stock Listings. However, a case that is exempt under Point 22-1 of these Procedures from the requirement of submission to the TPEx Listing Review Committee (hereinafter, the "Review Committee") for review may be exempted from the above requirement regarding consultation with experts.
18     When, with respect to the recommending securities firm or the attesting CPAs, any deficiency exists that is described in the TPEx's Regulations for Handling Deficiencies in an Evaluation Report, Concluding Opinion, or other Related Information Submitted by a Securities Firm or the Regulations for Handling Deficiencies in Certified Public Accountants' Reviews of TPEx Stock Listing Applications, a request shall be submitted to the Review Committee of the TPEx Administration Department for the passage of a resolution on the basis of which to proceed with the application.
19     If a material irregularity is discovered in the course of the document review which cannot be reasonable explained after examination of the working papers and other information submitted by the applicant company or the recommending securities firm or attesting CPAs, then after reviewers submit a formal request and receive approval, they may designate CPAs or a professional institution to undertake a targeted examination within the auditing scope designated by the TPEx and submit the results of the examination to the TPEx.
20     Information regarding the matters under review, the circumstances of the audit, and information collected shall be compiled in a folder in which documents are sequentially coded and cross-referenced, to serve as working papers for the application (Attachments 1 through 9), and shall be kept on file for a period of at least 5 years.
21     After the working papers have been completed, the main points of the review and related information shall be written in a Review Report (Attachment 10) and proposal information, and a recommendation on whether to approve TPEx listing shall also be drafted for reference during deliberations on the application.
    When the provisos of Article 18, paragraph 2 or Article 19, paragraph 2 of the Foreign Securities Review Rules are applicable, those circumstances shall be listed as important matters for review in the Review Report.
    When any circumstance of any subparagraph of Article 9, paragraph 1 of the Foreign Securities Review Rules regarding unfitness for TPEx listing is found or there is a violation of any provision of Chapter 2, Section 2 and Section 3 of the same Rules regarding consortiums or investment holding companies, those circumstances shall be listed as important matters for review in the Review Report, and a clear review opinion shall be stated in the Review Report regarding either rejection of the application for TPEx listing or a decision, based on overall considerations, that TPEx listing may be approved.
    Prior to submission for review by the Review Committee, an application for TPEx primary stock listing shall first be checked by a TPEx Internal Review Meeting. If the Internal Review Meeting resolves not to approve the TPEx listing, it may reject the application after obtaining signed approval from the TPEx president, and inform the applicant company by letter.
    When the Internal Review Meeting under the preceding paragraph is held, the relevant review personnel of the case-handling departments shall be present at the meeting, and provide reports on the important items to be reviewed and proposal information in the Review Report. In addition, the applicant company and recommending securities firm may be invited to give explanations when necessary.
22     The results of a TPEx audit of an application for TPEx primary stock listing are indicative of the financial and operational status of the applicant company only during one specific period of time, and place emphasis on whether there has been ample disclosure of financial and operational information for the applicant company; the results are not a guarantee of the applicant company's quality, nor are they a substitute for the function or position of the recommending securities firm, attesting CPAs, or lawyers. Therefore the following principles shall be observed with respect to applications for TPEx primary stock listings:
  1. Review work shall be undertaken with an attitude of service, and in the absence of any concealment, deception, error, misrepresentation, or material instance of failure to provide information in accordance with applicable laws and regulations or TPEx rules, credence shall be given to the information, explanations, and audit opinions provided by the applicant company, the recommending securities firm, the attesting CPAs, and lawyers.
  2. If it is found that the information, explanations, and audit opinions provided by the applicant company, the recommending securities firm, the attesting CPAs, or lawyers involve concealment, deception, error, misrepresentation, or material instances of failure to provide information in accordance with applicable laws and regulations or TPEx rules, then each of those parties shall bear full responsibility in accordance with the law, and after handling of the matter in accordance with TPEx rules, those matters will be forwarded to or directly reported to the competent authority.
  3. The TPEx case handlers and associated supervisors and personnel shall observe the provisions of the TPEx Disciplinary Standards for Securities TPEx Listings Review Personnel and Matters for Mutual Compliance by Securities TPEx Listings Review Committee Members, maintaining a fair, impartial, and objective stance, and faithfully observing these Procedures and related regulations while carrying out necessary review procedures. If any infractions are committed by those personnel and the infraction is confirmed by an investigation, each will bear liability in accordance with their position.
  4. Where any concerns arise during the review period, the case handlers shall contact the applicant company, the recommending securities firm, attesting CPAs, and lawyers, and request that they take the initiative to collect relevant information in a timely fashion and provide explanations.
22-1     When an applicant company whose stock has a primary listing for trading on the TWSE pursuant to Chapter III or Chapter IV of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings applies for a primary listing of its stock on the TPEx (hereinafter, a "TWSE primary listing to TPEx primary listing transfer case"), the case will be conducted by document review and exempted from submission for review by the Review Committee. However, if the case-handling department deems necessary it may, after obtaining signed approval from the TPEx president, conduct an on-site audit or submit the case to the Review Committee for review.
    A TWSE primary listing to TPEx primary listing transfer case under the preceding paragraph may be exempted from application of the provisions of Chapter 2, Sections 1 and 2 of these Procedures regarding the working papers of the CPAs, recommending securities firms, and lawyers, except for the review of the recommending securities firm's working papers for assessment of the items under Article 9 of the Foreign Securities Review Rules.
    A TWSE primary listing to TPEx primary listing transfer case under paragraph 1 that is exempt from submission for review by the Review Committee will be reviewed by the Internal Review Meeting within 1 month from the date of receipt of the application documents. However, the case-handling department, based on review needs, may, after obtaining signed approval from the TPEx president, extend the review period.
    In a TWSE primary listing to TPEx primary listing transfer case under the preceding paragraph, if the Internal Review Meeting resolves to approve the TPEx listing, it shall be submitted to the board of directors for ratification. However, if the Internal Review Meeting has added any ancillary resolution requiring the applicant company to supplement relevant materials, it shall notify the applicant company by letter to provide the materials within a specified time period, and will submit the listing approval to the board of directors for ratification only after confirming that the required supplementations have been made. If the Internal Review Meeting resolves not to approve TPEx listing, it may reject the application after obtaining signed approval from the TPEx president, and notify the applicant company by letter.
    A TWSE primary listing to TPEx primary listing transfer case that is submitted for review by the Review Committee under the proviso to paragraph 1 shall be subject, mutatis mutandis, to the relevant provisions of these Procedures including the provisions regarding the Review Committee review period and review procedures.
Section 3 The Review Committee
23     Applications for TPEx primary listings of stock will be submitted for review by the Review Committee within 6 weeks from the week after the documents are received. In accordance with the needs of the review process, however, the TPEx may extend that period after obtaining signed approval from the TPEx president.
24     The review report, proposal materials, and the consolidated financial reports of the applicant company shall be submitted to each of the Review Committee members, along with the TPEx primary listing review opinion and questionnaire forms, 5 days prior to the date on which the Review Committee convenes for deliberation on the application. Each committee member may express opinions on the review opinion and on each of the matters listed in the questionnaire, and those opinions shall be submitted to the TPEx for compilation 2 days prior to the date of the Review Committee meeting. Applications submitted for review by the Review Committee on the same date shall in principle each be assigned to separate sittings of the Review Committee in the order of the code numbers assigned to application documents at the time of their initial receipt.
    From the third day prior to the convening of the Review Committee meeting, committee members may proceed to the TPEx personally to peruse the applicant company's application documents, the CPAs' working papers, the working papers for various aspects of the recommending securities firm's assessment, and the TPEx review working papers.
25     In addition to attendance by the committee members when the Review committee meets, TPEx review-related personnel will also attend as observers.
    When the Review Committee convenes a meeting, it may request that the applicant company, the recommending securities firm, the attesting CPAs, or their lawyers appear to answer questions and provide explanations.
    The TPEx shall submit a report on the TPEx's comprehensive review opinion; the TPEx shall also submit supplementary explanations on matters on which the Review Committee made inquiries.
26     During a review of an application for a TPEx primary stock listing, the Review Committee shall conduct its review in accordance with the Foreign Securities Review Rules, relevant regulations, and the proposal materials. An application for TPEx listing shall be approved by affirmative votes by two-thirds or more of the committee members in attendance. After a resolution has been passed to approve an application for a TPEx primary stock listing and a case record has been compiled, the matter shall be reported to the board of directors. If there are also matters that the Review Committee deals with in ancillary resolutions, it shall request the applicant company by letter to provide supplementary information within a specified deadline and report the matter to the board of directors. If the Review Committee resolves not to approve the application, or if the applicant company fails to carry out application matters or supplementation within the time period instructed by the TPEx by letter or as prescribed in these Procedures, then after obtaining signed approval from the TPEx president, the applicant company will be notified by letter and its application rejected.
Section 4 Ratification by the Board of Directors and Reporting to the Competent Authority for Recordation
27     After a recommendation for approval of listing is made by the Review Committee for an application for a TPEx primary listing of a stock, or after a resolution for approval of TPEx listing has been issued by the Internal Review Meeting in a case under Point 22-1 that is exempt from submission for review by the Review Committee, and after its consideration and passage by the board of directors, a case record will be made. If the board of directors adds any ancillary resolution, the applicant company shall be notified by letter to supplement the required matters within a specified time period.
28     When an application for a TPEx primary listing of a stock is submitted to the board of directors, which resolves that further relevant information must be supplemented and the application re-submitted to the board of directors, the applicant company shall be notified by letter to supplement the required materials within a specified time period; if the board resolves to return the application to the review committee for re-review, the provisions of Point 26 apply mutatis mutandis.
    In a TWSE primary listing to TPEx primary listing transfer case that is exempt from submission for review by the Review Committee, if the board resolves to return the application to the Internal Review Meeting for re-review, the provisions of Point 22-1 will apply mutatis mutandis; or, if the Internal Review Meeting resolves to submit the case for review by the Review Committee, the relevant provisions regarding the Review Committee review procedures will additionally apply mutatis mutandis.
29     In an application for TPEx primary listing of a stock, it shall first be determined that necessary items have been supplemented in the applicant company's preliminary prospectus in accordance with TPEx directions before the TPEx may approve the application for primary listing of a stock, and in accordance with Article 9 of the Regulations Governing Trading of Securities on the TPEx, submit the TPEx contract for trading of the stock to the competent authority for recordation.
30     (deleted)
Section 5 Appeals
31     Appeals of applications for TPEx primary listings of stocks shall be handled according to the following procedures:
  1. After the Review Committee resolves to reject an application or not to approve an application for TPEx listing, or the application is rejected in accordance with Point 21, paragraph 4 or Point 22-1, the applicant company may submit its appeal to the TPEx within 20 days from the day following the date of the TPEx letter of notification, stating the reasons for its appeal and attaching relevant information.
  2. The reasons for appeal stated by the applicant company shall be limited to whether there are errors in the reasons for the original resolution not to approve the TPEx listing.
  3. In an appeal case in which the Review Committee had passed a resolution rejecting the application or against TPEx listing , after the case-handling department has rendered a specific opinion on the appeal case, the application shall be re-submitted to the Review Committee for review. The case-handling shall compile and provide the question and answer materials from the previous review for reference by the Review Committee during the review. If, after its review, the Review Committee resolves that the appeal is without merit, or it deems on the basis of relevant information that the stock is still not suitable for TPEx listing, it shall inform the applicant company by letter after obtaining signed approval from the TPEx president. If the Review Committee resolves that the appeal has merit, it may then submit it to the board of directors for ratification. In appeal case involving an application that was rejected in accordance with Point 21, paragraph 4 or Point 22-1, the application shall be re-reviewed by the Internal Review Meeting, and the case-handling personnel shall compile and provide the question and answer materials from the previous review for reference by the Internal Review Meeting. If, after its review, the Internal Review Meeting resolves that the appeal is without merit, or it considers on the basis of relevant information that the stock is still not suitable for TPEx listing, it shall reject the application after obtaining signed approval from the TPEx president. If the Internal Review Meeting resolves that the appeal has merit, it may then, according to the nature of the case, submit it to the Review Committee for review or submit it to the board of directors for ratification.
  4. Following a resolution of the Review Committee or the Internal Review Meeting which holds that the appeal is without merit or that the stock is still not suitable for listing based on other relevant information, the applicant company may not submit a further appeal.
  5. When the board of directors resolves that an appeal has merit, and finds no other circumstances that would make the stock unsuitable for listing, it shall approve the listing of the applicant company's stock.
  6. An applicant company that withdraws an appeal during the course of its review will be deemed to have not submitted an appeal.
  7. Matters that will be dealt with in the review of an appeal are limited to only whether there was any error in the original rejection of the application or the original decision not to approve listing, as well as whether other circumstances have occurred after the review period that have made the stock unsuitable for listing. Procedures for review of appeals shall apply the provisions of these Procedures mutatis mutandis.
32     If, in an application for TPEx primary listing of a stock, the applicant company voluntarily applies to withdraw the application, the application is rejected in accordance with Point 21, paragraph 4 or Point 22-1, or the Review Committee or the board of directors has made a final resolution not to approve the listing, but the original reasons for the withdrawal or the resolution to reject or not to approve the application are then ameliorated or extinguished, while a careful assessment by the recommending securities firm finds no factors that make the stock unsuitable for listing, a re-application for listing may be submitted after the assessment report of the recommending securities firm has been submitted in full.
    When a voluntary withdrawal of an application by the applicant company or the resolution rejecting its application or against TPEx listing occurs during the first half of a given year, the applicant may make another application for TPEx listing only after obtaining a second-quarter financial report for the current year that has been submitted to the board of directors and reviewed by CPAs. When a voluntary withdrawal of an application by the applicant company or the resolution rejecting its application or against TPEx listing occurs during the second half of a given year, the applicant may make another application for TPEx listing only after obtaining an annual financial report for the current year that has been approved by the audit committee, approved by the board of directors, and audited and attested by CPAs. However, if an applicant has voluntarily applied to withdraw its TPEx listing application or there has been a resolution rejecting the application or against TPEx listing because of the existence of a condition under Article 9, paragraph 1, subparagraph 4 or 5 of the Foreign Securities Review Rules making TPEx listing inadvisable, if the reasons for the withdrawal of the application or for the resolution rejecting the application or against TPEx listing have subsequently been rectified or extinguished, the applicant may proceed directly to make another application for TPEx listing.
Chapter 3 Applications for TPEx Secondary Listings, Taiwan Depository Receipts, and Bonds
33     After the TPEx receives an application for a TPEx secondary listing of stock or TPEx trading of Taiwan depository receipts or bonds, it shall appoint specific persons to handle the application.
34     After accepting an application for TPEx trading of securities of a foreign issuer, the TPEx shall commence a document review of the application and its attachments. Guidelines, procedures, and deadlines for the document review are as follows:
  1. For cases in which foreign issuers and their appointed depository institutions apply for the prospective issuance of TDRs for TPEx trading:
    1. The application form:
      1. Applications shall be examined to ascertain that a full set of documents has been submitted, and an Application Checklist for TPEx Trading of TDRs (Attachment 11) filled out and sent to higher levels for re-inspection. Applicants failing to submit full documentation shall be requested to supplement the necessary documents within a specific period; where documents are not supplemented within the given period, a notice of rejection shall be issued.
      2. The TDR issuance plan shall be examined to ascertain that full disclosure has been made in compliance with the Criteria for the Offering and Issuance of Securities by Foreign Issuers ("the Criteria") as promulgated and enforced by the competent authority, and a TDR Issuance Plan Checklist (Attachment 12) filled out.
      3. The deposit contract between the foreign issuer and the depository institution shall be examined to ascertain that full disclosure has been made in compliance with the Criteria. An ROC lawyer shall issue a signed opinion, and a Deposit Contract Checklist (Attachment 13) filled out.
      4. The custody contract, or other document, signed between the depository institution and the custodial institution shall be examined to ascertain that full disclosure has been made in compliance with the Criteria. An ROC lawyer shall issue a signed opinion, and a Custody Contract (or Other Document) Checklist (Attachment 14) shall be filled out.
      5. The public prospectus shall be examined to ascertain that full disclosure has been made in compliance with the Criteria. An ROC lawyer shall issue a signed opinion, and a Public Prospectus Checklist (Attachment 15) shall be filled out.
      6. The securities underwriter's assessment report and working papers shall be examined to ascertain that full disclosure and thorough assessment have been made in compliance with the Guidelines for Information to be Published in Assessments of Securities Underwriters for Offering and Issuance of Securities by Foreign Issuers as adopted by the Taiwan Securities Association, and in compliance with Article 27-1 of the Foreign Securities Review Rules, and that the Underwriter's Assessment Report Checklist (Attachment 16) and the Review Checklist for the Circumstances Under Article 27-1 of the Foreign Securities Review Rules (Attachment 16-1) shall be filled out.
      7. The legal opinion and checklist of legal issues furnished by an ROC lawyer in accordance with the requirements of the competent authority shall be examined, and the Legal Review Operations Checklist (Attachment 17) shall be filled out.
      8. Each of the items in (b) to (g) above shall be submitted to higher levels for re-inspection after completion of inspection by the case handler. Where inspection discovers failure to disclose or incomplete disclosure, the applicant shall be requested to supplement the necessary items within a specified time period. Where items are not supplemented within the given period, a notice of rejection shall be issued.
    2. The conditions for TPEx trading of Taiwan Depository Receipts provided in the Foreign Securities Review Rules:
      1. The TPEx case handler shall retain an outside expert possessing field-specific expertise to give a consulting opinion on the matters specified in the Table of Consultation Matters to be Referred to Field Expert (Attachment 18), and, with reference to the consulting opinion, the case handler shall review the TPEx trading application and supporting documents submitted to determine whether the case meets each of the TPEx trading conditions set out in Article 27 of the Foreign Securities Review Rules, and whether there exists any circumstance set out in Article 27-1 of the same Rules under which a TPEx listing is inappropriate. The case handler shall then complete a TPEx Trading Conditions Checklist (Attachment 18-1) before submitting the case to higher levels for further review.
      2. After the review by the Administration Department, except where the application is rejected by the TPEx, the TPEx will then approve the application for TPEx trading and submit the TPEx trading contract to the competent authority for recordation, and, following effective registration with the competent authority, announce TPEx trading.
      3. The TPEx shall compile and submit monthly reports to the board of directors on the submission of TPEx trading contracts for recordation by the competent authority.
    3. Review period:
      4. Within 4 weeks from the date of receipt of an application for trading of TDRs, the TPEx shall complete review in accordance with the checklists in Attachments 11 to 18-1 above and submit the application to higher administrative levels for re-review, provided that under exceptional circumstances, an application may be filed for approval of an extension.
    4. Appeal:
      1. For a case rejected by the TPEx, the applicant company may, within 20 days from the day following the date of issuance of the rejection notice, file an appeal to the TPEx.
      2. The applicant company’s appeal reasons shall be limited to whether the reasons for the original rejection are erroneous.
      3. If the appeal case is found by a resolution to be without merit, the TPEx shall reject the appeal; if the appeal is found to have merit, the TPEx will then proceed in accordance with paragraph 1, subparagraph 2, item B of this point.
  2. Applications by foreign issuers for TPEx secondary listings
    1. The application form:
      1. Applications shall be inspected to ascertain that a full set of documents has been submitted, and an Application Checklist for TPEx Secondary Listing of Foreign Stocks (Attachment 19) filled out and sent to higher levels for re-inspection. Applicants failing to submit full documentation shall be requested to supplement the necessary documents within a specific period; where documents are not supplemented within the given period, a notice of rejection shall be issued.
      2. The stock issuance plan shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria, and a Stock Issuance Plan Checklist (Attachment 20) filled out.
      3. The agency contract between the foreign issuer and its local agent shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria. An ROC lawyer shall issue a signed opinion, and an Agency Contract Checklist (Attachment 21) filled out.
      4. The custody contract, or other document, signed between the depository institution and the custodial institution shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria. An ROC lawyer shall issue a signed opinion, and a Custody Contract (or Other Document) Checklist (Attachment 22) shall be filled out.
      5. The public prospectus shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria. An ROC lawyer shall issue a signed opinion, and a Public Prospectus Checklist (Attachment 23) filled out.
      6. The underwriter's assessment report and working papers shall be inspected to ascertain that full disclosure and thorough assessment have been made in compliance with the Guidelines for Information to be Published in Assessments of Securities Underwriters for Offering and Issuance of Securities by Foreign Issuers as adopted by the Taiwan Securities Association, and in compliance with Article 24-1 of the Foreign Securities Review Rules, and that the Underwriter's Assessment Report Checklist (Attachment 24) and the Review Checklist for the Circumstances Under Article 24-1 of the Foreign Securities Review Rules (Attachment 24-1) shall be filled out.
      7. The legal opinion and checklist of legal issues, furnished by an ROC lawyer in accordance with the requirements of the competent authority shall be examined and the Checklist for the Review Operations of Legal Issues (Attachment 24-2) shall be filled out.
      8. Each of the items in (b) to (g) above shall be submitted to higher levels for re-inspection after completion of inspection by case handler. Where inspection discovers failure to disclose or incomplete disclosure, the applicant shall be requested to supplement the necessary items within a specified time period. Where items are not supplemented within the given period, a notice of rejection shall be issued, with a copy to the competent authority.
    2. TPEx terms and conditions for TPEx secondary listing, as prescribed in the TPEx Foreign Securities Review Rules:
      1. The TPEx case handler shall retain an outside expert possessing field-specific expertise to give a consulting opinion on the matters specified in the Table of Consultation Matters to be Referred to Field Expert (Attachment 25), and, with reference to the consulting opinion, the case handler shall review the TPEx trading application and supporting documents submitted to determine whether the case meet each of the TPEx trading conditions set out in Article 24 of the Foreign Securities Review Rules, and whether there exists any circumstance set out in Article 24-1 of the same Rules under which a TPEx listing is inappropriate. The case handler shall then complete a TPEx Trading Conditions Checklist (Attachment 25-1) before submitting the case to higher levels for further review.
      2. After the review by the Administration Department, unless the application is rejected by the TPEx, the TPEx will then approve the application for TPEx trading and submit the TPEx trading contract to the competent authority for recordation, and, following effective registration with the competent authority, announce TPEx trading.
      3. TPEx shall compile and submit monthly reports to the board of directors on the submission of Contracts for TPEx Secondary Listing of Stock of a Foreign Issuer to the competent authority for recordation.
    3. Review period:
      4. Within 4 weeks from the date of receipt of an application for TPEx secondary listing of foreign stocks, the TPEx shall complete review in accordance with the checklists in Attachments 19 to 25-1 above and submit the application to higher administrative levels for re-review, provided that under exceptional circumstances, a report may be filed for approval of an extension of the period.
    4. Appeal:
      1. For a case rejected by the TPEx, the applicant company may, within 20 days from the day following the date of issuance of the rejection notice, file an appeal to the TPEx.
      2. The applicant company’s appeal reasons shall be limited to whether the reasons for the original rejection are erroneous.
      3. If the appeal case is found by a resolution to be without merit, the TPEx shall reject the appeal; if the appeal is found to have merit, the TPEx shall proceed in accordance with subparagraph 2, item (2) (ii) of this point.
  3. Applications for TPEx trading of bonds by foreign issuers:
    1. For NT dollar denominated foreign bonds for non-professional investors:
      1. Public announcement of TPEx trading of bonds issued by foreign governments or international organizations may be made upon receipt of a letter of notification from the Competent Authority.
      2. Applications for TPEx trading of its NT dollar denominated foreign bonds by an issuer that does not have the status set out in item 3Aa hereinabove and whose stock or TDRs are not listed for trading on the TPEx (or TWSE):
        1. The application form:
          1. Applications shall be inspected to ascertain that a full set of documents has been submitted, and an Application Checklist for TPEx Trading of Foreign Bonds (Attachment 26) filled out and sent to higher levels for re-inspection. Applicants failing to submit full documentation shall be requested to supplement the necessary documents within a specific period; where documents are not supplemented within the given period, a notice of rejection shall be issued.
          2. The bond issuance plan shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria, and a Bond Issuance Plan Checklist (Attachment 27) filled out.
          3. The agency contract between the foreign issuer and its local agent shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria. An ROC lawyer shall issue a signed opinion, and an Agency Contract Checklist (Attachment 28) filled out.
          4. The public prospectus shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria, and a Public Prospectus Checklist (Attachment 29) filled out.
          5. Each of the items in ii to iv above shall be submitted to higher levels for re-inspection after completion of inspection by the case handler. Where inspection discovers failure to disclose or incomplete disclosure, the applicant shall be requested to supplement the necessary items within a specified time period. Where items are not supplemented within the given period, a notice of rejection shall be issued.
        2. TPEx terms and conditions for TPEx trading of foreign bonds, as prescribed in the TPEx Foreign Securities Review Rules:
          1. On the basis of the application and attachments submitted, the application shall be inspected to ascertain whether it complies with the conditions for TPEx trading listed in the TPEx Foreign Securities Review Rules. A TPEx Trading Conditions Checklist (Attachment 30) shall be filled out, and the application submitted to higher levels for re-inspection.
          2. After document review confirms that a complete set of application documents has been submitted and that the conditions for TPEx trading are met, and this is checked and found to be without error in review at higher levels, applications for TPEx trading of NT dollar denominated bonds will first be issued a letter of approval for TPEx trading by the TPEx, stating, "Contingent upon the Competent Authority's approval of the application to issue bonds, the TPEx gives approval for TPEx trading of the bonds issued by the applicant. If no application for public issuance is made to the competent authority within 30 days from the issuance of this letter, this letter of approval shall be void." The TPEx letter of approval is issued for purposes of submitting the application for public issuance of bonds to the Competent Authority.
          3. TPEx's case-handling department shall compile and submit monthly reports to the board of directors on letters of approval issued in applications for trading of foreign bonds.
      3. Applications for TPEx trading of its NT dollar denominated foreign bonds by a TPEx (or TWSE) primary listed company or TPEx (or TWSE) secondary listed company that does not have the statuses set out in item 3Aa and item 3Ab hereinabove:
        1. When an issuer applies to the TPEx for issuance of a letter of approval for TPEx trading of its NT dollar denominated foreign bonds, the issuer shall submit to the TPEx its application for a letter of approval for TPEx listing of NT dollar denominated foreign bonds, specifying all of the required information, along with the required attachments. If after reviewing the application the TPEx finds that the conditions for TPEx trading are met, the TPEx will issue a letter of approval for TPEx trading, stating, "Contingent upon approval being obtained from the Competent Authority to make effective the filing for public issuance of bonds, the TPEx gives approval for TPEx trading of the bonds issued by the applicant. If no filing for public issuance is made to the competent authority within 30 days from the issuance of this letter, this letter of approval shall be void." The TPEx letter of approval is issued for purposes of submitting the filing for public issuance of bonds to the Competent Authority.
        2. When an issuer applies to the TPEx for TPEx trading of its NT dollar denominated foreign bonds, after the TPEx has reviewed and passed its application, the TPEx will announce its listing on the TPEx, and report it to the board of directors for recordation. If it is an initial application, the TPEx shall additionally report by letter to the competent authority for recordation, submitting the documents such as the Contract for TPEx Trading of Securities signed with the issuer.
    2. For NT dollar denominated foreign bonds for professional investors:
      1. For a foreign issuer that is a TPEx (or TWSE) primary listed company or emerging stock company:
        1. The application forms: Applications shall be inspected to ascertain that a full set of documents has been submitted, and a relevant checklist filled out and sent to higher levels for re-inspection. Applicants failing to submit full documentation shall be requested to supplement the necessary documents within a specific period; where documents are not supplemented within the given period, a notice of rejection shall be issued.
        2. TPEx terms and conditions for TPEx trading of foreign bonds, as prescribed in the TPEx Foreign Securities Review Rules:
          1. On the basis of the application and attachments submitted, the application shall be inspected to ascertain whether it complies with the conditions for TPEx trading listed in the TPEx Foreign Securities Review Rules.
          2. After document review confirms that a complete set of application documents has been submitted and that the conditions for TPEx trading are met, the TPEx will announce the TPEx trading of the bonds. If it is the initial time that the foreign issuer applies for TPEx trading, the TPEx shall additionally report by letter a contract for TPEx trading signed with the foreign issuer and other relevant documents to the competent authority for its recordation.
      2. For a foreign issuer issuing bonds that have been approved by the competent authority as exempt from the requirement of effective registration under Article 22, paragraph 1 of the Securities and Exchange Act:
        1. The application forms: Applications shall be inspected to ascertain that a full set of documents has been submitted, and a relevant checklist filled out and sent to higher levels for re-inspection. Applicants failing to submit full documentation shall be requested to supplement the necessary documents within a specific period; where documents are not supplemented within the given period, a notice of rejection shall be issued.
        2. TPEx terms and conditions for TPEx trading of foreign bonds, as prescribed in the TPEx Foreign Securities Review Rules:
          1. When a foreign issuer applies to the TPEx for issuance of a preliminary review opinion, the issuer shall submit to the TPEx an Application for Preliminary Review Opinion for New Taiwan Dollar Denominated Foreign Bonds specifying all of the required information, along with the required attachments. After reviewing the application, the TPEx will issue a preliminary review opinion.
          2. When a foreign issuer applies to the TPEx for issuance of a letter of approval for TPEx trading of its NT dollar denominated foreign bonds, the issuer shall submit to the TPEx an Application for Letter of Approval for TPEx Listing of New Taiwan Dollar Denominated Foreign Bonds specifying all of the required information, along with the required attachments. If after reviewing the application the TPEx finds that the conditions for TPEx trading are met, the TPEx will issue a letter of approval for TPEx trading.
          3. The TPEx's case-handling department shall compile and submit monthly reports to the board of directors on letters of approval issued in foreign issuers' applications for TPEx trading of bonds.
          4. On the basis of the application form and attachments submitted, the application shall be inspected to ascertain whether it complies with the conditions for TPEx trading listed in the TPEx Foreign Securities Review Rules.
          5. After document review confirms that a complete set of application documents has been submitted and that the conditions for TPEx trading are met, the TPEx will announce the TPEx trading of the bonds. If it is the initial time that the foreign issuer applies for TPEx trading, the TPEx shall additionally report by letter a contract for TPEx trading signed with the foreign issuer and other relevant documents to the competent authority for its recordation.
    3. Review period:
      4. Within 10 business days from the date of receipt of a foreign issuer's application for trading of bonds, the TPEx shall complete the review and submit the application to higher administrative levels for re-review, provided that under exceptional circumstances, an application may be filed for an extension.
    4. Appeal:
      1. For a case rejected by the TPEx, the applicant company may, within 20 days from the day following the date of issuance of the rejection notice, file an appeal to the TPEx.
      2. The applicant company's appeal reasons shall be limited to whether the reasons for the original rejection are erroneous.
      3. After an appeal case is entertained, the TPEx, after it makes a new review with respect to the reasons for the appeal, will notify the appellant of the appeal result.
35     When a recommending securities firm files for recordation of underwriting agreements and public announcements to the Taiwan Securities Association, it shall inform the TPEx of the same by copy thereof. The TPEx will then notify the various securities firms and related units to perform preliminary procedures in preparation for TPEx trading.
    Within 3 days after underwriting is complete, the foreign issuer shall submit the Application for TPEx Listing of Taiwan Depositary Receipts (Attachment 31) and shareholding distribution table (Attachment 31-1), and a date agreed for TPEx trading. That date shall be separated from the date of issuance of the letter by a period of not less than 2 business days. After the TPEx case handler confirm compliance with TPEx trading conditions, they will undertake matters related to announcement of TPEx trading, and file a letter of report with the competent authority for recordation. Where review finds non-compliance with TPEx trading conditions, the relevant documents will be submitted for handling by the competent authority in a letter of report.
36     Foreign issuers and their designated agents and depository institutions planning an issuance of foreign securities, who have received the Taiwan Stock Exchange letter of approval for TWSE listing and who have issued the securities after approval from the competent authority, shall submit an application to TPEx after underwriting is complete, including the following documents:
  1. A photocopy of the Taiwan Stock Exchange letter of approval for TWSE listing.
  2. A photocopy of the letter of approval from the competent authority.
  3. A table showing shareholding distribution among holders of the given foreign securities.
    For applications which have been confirmed by the TPEx to comply with TPEx trading conditions, the application for TPEx trading of foreign stocks, TDRs, or bonds and the attachments to the application, along with the review materials showing the application has been found free of defect at higher administrative levels and the officially signed contract for TPEx trading, will be submitted together in a letter of report to the competent authority for review and ratification. Where review finds non-compliance with TPEx trading conditions, a notice of rejection shall be issued, with a copy to the competent authority.
37     (deleted)
Chapter 4 Issues of Same-Class Capital-Increase Shares and Certificates of Entitlement to New Shares by TPEx Primary Listed Companies
38     For company with a TPEx primary stock listing that applies to offer and issue stocks within the ROC, the TPEx will conduct a document review to ascertain that the application documents are complete and conform with Article 4, paragraph 1, subparagraphs 3 and 6 of the Foreign Securities Review Rules before issuing a letter of approval for TPEx trading, to be used in applying for public issuance of stocks with the competent authority.
39     When a company with a TPEx primary stock listing files for TPEx listing of new stock issued in connection with a cash capital increase and the subsequent issuance of bonus shares within the ROC, the TPEx will confirm that the submitted and uploaded documents are complete, and then publicly announce matters relating to the TPEx trading of its stock in accordance with Articles 30 and 31 of the Foreign Securities Review Rules.
40     When a company with a TPEx primary stock listing offers and issues new shares in the ROC and applies for TPEx listing for certificates of payment for shares or certificates of entitlement to new shares, the TPEx will confirm that the documents submitted and uploaded are complete and then publicly announce TPEx listing in accordance with Articles 30 and 31 of the Foreign Securities Review Rules.
41     When a company with a TPEx primary stock listing offers and issues convertible corporate bonds in the ROC and applies to list bond conversion entitlement certificates from redemption of convertible bonds, the TPEx shall publicly announce the listing based on the first submission of registration documents by the company. The TPEx shall thereafter publish monthly public announcements of the conversion status.
42     If, for the purpose of a capital increase, a foreign issuer and its agent or depository institution apply to issue stocks or TDRs for TPEx trading whose rights and obligations are the same as other of the issuer's stocks or TDRs already traded on the TPEx market; or if the foreign issuer sponsors the issuance of TDRs, which carry the same rights and obligations as TDRs already traded on the TPEx, using its previously issued shares, and TPEx review shows that all documentation has been submitted in full and none of the circumstances in the subparagraphs below exist, the TPEx may issue approval of its documentary evidence for TPEx trading, and after effective registration with the competent authority, and verification that information regarding the additional issuance of foreign stocks or TDRs as filed with the TPEx has been entered into the TPEx-designated reporting website, the TPEx may announce TPEx trading of the issue:
  1. Non-compliance with Article 24, paragraph 1, subparagraph 4, or Article 27, paragraph 1, subparagraph 4 of the Foreign Securities Review Rules.
  2. Material violation within the past year of TPEx bylaws or rules regarding material information.
  3. There has been any abnormal fluctuation in its trading prices in the month preceding the application date.
  4. Material violation within the past year of any law, regulation, or rule of the country of registration, or the country in which it is listed.
    Where a foreign issuer and its depositary institution sponsor, by means of shelf registration, the issuance of depositary receipts which carry the same rights and obligations as TDRs already traded on the TPEx, they shall, in addition to being free of any of the circumstances in the subparagraphs of the preceding paragraph, also meet all the conditions in the subparagraphs of Article 39, paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers, before the TPEx will issue documentary proof evidencing its approval of the TPEx trading and, after filing for effective registration with the competent authority, publicly announce such TPEx trading.
    If a foreign issuer and the agent or depository institution, due to a cash capital increase through a new share issue for which existing shareholders acquire preemptive subscription rights or bonus shares, or due to receipt of request for conversion into or subscription for shares with respect to any previously issued convertible corporate bonds, corporate bonds with warrants, or other securities whatsoever in the nature of equity conversion, files for an additional issuance of stocks or TDRs for TPEx trading that have the same rights and obligations as the issuer's stocks or TDRs that are already TPEx-traded, then the TPEx may announce TPEx trading of the additional issuance after confirming that the documents submitted and uploaded are complete.
    When a foreign issuer and its depository institution apply for TPEx trading of TDRs that were reissued within the redemption limit, or were reissued within the scheduled issue period by means of shelf registration and within the number of units permitted to be issued, and the TDRs carry the same rights and obligations as those already being traded on the TPEx, the TPEx shall, after confirming that the documents submitted and uploaded are complete, publicly announce trading in accordance with Article 33 of the Foreign Securities Review Rules.
    Where TDRs, the issuance of which was sponsored by a foreign issuer, are already traded on the TPEx, and shareholders of the foreign issuer engage a depositary institution to issue TDRs for TPEx trading in Taiwan using already-issued shares held by the shareholders, if the application meets all of the following conditions, the TPEx, after verifying that all required documents are fully submitted, may issue documents evidencing its approval of the TPEx trading and, after effective registration with the competent authority, publicly announce the TPEx trading:
  1. None of the conditions in the subparagraphs of paragraph 1 applies to the foreign issuer.
  2. The number of units in the application for TPEx trading is not less than 5 million.
  3. The depositary institution and custodian institution shall be the same as those engaged by the foreign issuer.
  4. The rights and obligations of the underlying stocks of those TDRs and the TDRs whose issuance is sponsored by the foreign issuer shall be the same.
Chapter 5 Issues by TPEx Primary Listed Companies of Shares for Capital Increase in Different Classes than the Company's Previous TPEx Listings or Detached Company Warrants
43     The TPEx shall examine all documents submitted by the applicant company to ensure completeness, and complete a TPEx Securities Listing Preliminary Review Form (Attachments 32, 33) after it has audited and is satisfied that the applicant company meets the TPEx listing conditions set forth in Article 30, paragraphs 4, 5, and 6 of the TPEx Foreign Securities Review Rules, and then notify the applicant company of the TPEx's approval of its application for TPEx listing and submit the TPEx trading contract to the competent authority for recordation. The company shall on that basis then perform the subsequent operations of public sale, TPEx listing, and related matters.
Chapter 6 Supplementary Provisions
44     These Procedures, and any amendments hereto, shall take force following their passage by the board of directors and review and ratification by the competent authority. Any additions or amendments to the Attachments required by these Procedures shall take force after ratification by the president of the TPEx.
Top