| Article 4 |
Where an issuing company applying for the listing of its stock meets the criteria listed below, this Corporation will agree to list its stock:
1. Duration of corporate existence: It shall have been incorporated and registered under the Company Act for at least five years at the time of the application for listing; provided, this restriction shall not apply to public enterprises or to privatized public enterprises.
2. Amount of capital stock: The amount of its paid-in capital shall be NT$600 million or more at the time when it applies for listing.
3. Profitability: The operating profit and before-tax net profit in its own financial statements and the consolidated financial statements prepared in accordance with the Statements of Financial Accounting Standards No. 7 meet one of the following criteria, and it does not have any accumulated loss in the most recent fiscal year:
(1) Each of the operating profit and before-tax net profit for the most recent two fiscal years represents 6 percent or greater of the amount of paid-in capital in its final accounts, or the average operating profit and before-tax net profit for the most recent two (2) fiscal years represent 6 percent or greater [of the amount of paid-in capital in its final accounts] and the profitability for the most recent fiscal year is greater than that for the immediately preceding fiscal year; or
(2) Each of the operating profit and before-tax net profit for the most recent five (5) years represents 3 percent or greater of the amount of paid-in capital in its final accounts.
4. Dispersion of shareholdings: The number of holders of registered share certificates shall be 1,000 or more. Among them, the number of shareholders of a company limited by shares holding 1,000 shares to 50,000 shares shall not be less than 500, and the total number of shares they hold shall be 20 percent or greater of the total issued shares, or at least 10 million.
For the profitability in the consolidated financial statements referred to in Item 3 of the preceding paragraph, the influence of net profit (loss) of minority equity on it shall not be taken into account.Where an issuing company applying for the listing of its stock meets the criteria listed below, this Corporation will agree to list its stock:
1. Duration of corporate existence: It shall have been incorporated and registered under the Company Act for at least five years at the time of the application for listing; provided, this restriction shall not apply to public enterprises or to privatized public enterprises.
2. Amount of capital stock: The amount of its paid-in capital shall be NT$600 million or more at the time when it applies for listing.
3. Profitability: The operating profit and before-tax net profit in its own financial statements and the consolidated financial statements prepared in accordance with the Statements of Financial Accounting Standards No. 7 meet one of the following criteria, and it does not have any accumulated loss in the most recent fiscal year:
(1) Each of the operating profit and before-tax net profit for the most recent two fiscal years represents 6 percent or greater of the amount of paid-in capital in its final accounts, or the average operating profit and before-tax net profit for the most recent two (2) fiscal years represent 6 percent or greater [of the amount of paid-in capital in its final accounts] and the profitability for the most recent fiscal year is greater than that for the immediately preceding fiscal year; or
(2) Each of the operating profit and before-tax net profit for the most recent five (5) years represents 3 percent or greater of the amount of paid-in capital in its final accounts.
4. Dispersion of shareholdings: The number of holders of registered share certificates shall be 1,000 or more. Among them, the number of shareholders of a company limited by shares holding 1,000 shares to 50,000 shares shall not be less than 500, and the total number of shares they hold shall be 20 percent or greater of the total issued shares, or at least 10 million.
For the profitability in the consolidated financial statements referred to in Item 3 of the preceding paragraph, the influence of net profit (loss) of minority equity on it shall not be taken into account. |
| Article 5 |
Where the central authority in charge of the enterprise concerned has issued an unequivocal opinion certifying that the issuing company applying for the listing of its stock is a technology-based enterprise and the said issuing company meets the criteria listed below, this Corporation will agree to list its stock:
1. Its paid-in capital is NT$300 million or more at the time when it applies for listing.
2. It has successfully developed a product or a technology with market potential, and the company has obtained an appraisal opinion from the central authority in charge of the enterprise concerned.
3. It is recommended in writing by the securities underwriter.
4. Each of its projected net worth in the financial forecast of the fiscal year in which it applies for listing and its net worth in its most recent financial report and the financial report for the most recent fiscal year represents two-thirds or greater of the amount of its paid-in capital.
5. The number of holders of registered share certificates shall be 1,000 or more. Among them, the number of shareholders holding 1,000 shares to 50,000 shares shall not be less than 500. |
| Article 6 |
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| Article 6-1 |
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| Article 7 |
The fact that the company applying for listing meets the criteria set forth in Items 2 and 3 of Paragraph 1 of Article 4 and Item 4 of Article 5 of these Criteria shall be substantiated by the financial statements or financial forecasts which have been duly audited and certified or reviewed by two or more certified public accountants of an accounting firm; provided that for a stated-owned enterprise, the financial statements (in the form of two-year comparison table) for the most recent year shall be audited and certified by certified public accountants, and if in the other year, the securities have not been publicly issued, the financial statements audited by the auditing agency may be used instead.
The amount of capital referred to in Item 1 of Article 5 and Item 2 of Article 6 of these Criteria shall be the amount shown on the certifying documents following registration (or amendment registration). |
| Article 8 |
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| Article 9 |
Notwithstanding the fact that an issuing company applying for the listing of its stock meets the listing criteria set forth in these Criteria, this Corporation may disagree to its listing if the issuing company has any of the events listed below, except for any of those in Subparagraphs 10, 12, or 13 under which this Corporation shall disagree to its listing, and is deemed by this Corporation to be inappropriate for listing:
1. It has any of the events set forth in Items 1 and 2, Paragraph 1 of Article 156 of the Securities and Exchange Act, or has made misrepresentation or false statement or conducted unlawful activities that may affect the price of its securities after listing thereof, and will cause fear that the market order may be affected or the public interests may be harmed.
2. It has merged other company for less than one full fiscal year; provided that the above shall not be applicable if prior to the merger the profitability of the surviving company and that of the merged company meet the listing criteria.
3. Its financial or business affairs are not independent from other person(s).
4. It has had any major labor dispute or environmental pollution that will certainly affect its normal financial and business operations, and has not improved it.
5. It has been discovered any major abnormal transaction and has not improved it.
6. After the capital increased through the issuance of new shares which has been effected and is being effected in the year in which it applies for listing is included in the amount of paid-in capital in its final account for the respective year, it does not meet the listing criteria .
7. It has borrowed from non-financial institution without interest or with interest rate lower than the normal interest rate and, after recalculating the interest expenses according to the normal rate, it does not meet the listing criteria.
8. It has failed to effectively implement its written accounting systems, internal compliance systems, internal audit systems, or has failed to prepare financial reports in accordance with laws and regulations and generally accepted accounting principles, and the event of this failure is considered as material.
9. There has been major deterioration in its business operation.
10. Where the company applying for listing conducted any activities in violation of the principle of good faith in the most recent five years, or where its directors, supervisors, general manager or de facto responsible person violated the same principle in the most recent three years.
11. Where the directors, supervisors and shareholders who hold 10 percent or greater of its total issued and outstanding shares have transferred a large number of shares in the year in which it applies for listing and in the most recent fiscal year.
12. Where the company applying for listing has less than five members on its board of directors, or less than 2 independent directors; less than three supervisors, or less than one independent supervisor; or where within the past year the board of directors or supervisor(s) have been unable to independently exercise their functions. Additionally, the elected independent directors and independent supervisor(s) shall be confined to persons other than juristic persons or representatives thereof set forth in Article 27 of the Company Act, and at least one of each shall be a professional in accounting or finance.
13. Where the Company applying for listing has been registered for trading as an emerging stock on the OTC market in the fiscal year of the listing application and the most recent fiscal year thereto, and there has been, from the OTC registration date onward, any trading of stock issued by the applicant company by any incumbent director, supervisor, or shareholder holding 10 percent or greater of its total issued and outstanding shares other than on the emerging stock market; provided, this restriction shall not apply where such trading is for purposes of underwriting under Article 11 of these Criteria or for other legitimate reason.
14. Where the listing is considered by this Corporation as inappropriate due to its scope of business, nature or special circumstances.
Items 3, 11 and 12 of the immediately preceding paragraph shall not apply to companies applying for listing which are government-owned enterprises.
The ending date of the applicable periods referred to in various Items of Paragraph 1 of this Article shall be the day immediately before the date on which the letter approving its Agreement for Listing is issued by the Competent Authority.Notwithstanding the fact that an issuing company applying for the listing of its stock meets the listing criteria set forth in these Criteria, this Corporation may disagree to its listing if the issuing company has any of the events listed below, except for any of those in Subparagraphs 10, 12, or 13 under which this Corporation shall disagree to its listing, and is deemed by this Corporation to be inappropriate for listing:
1. It has any of the events set forth in Items 1 and 2, Paragraph 1 of Article 156 of the Securities and Exchange Act, or has made misrepresentation or false statement or conducted unlawful activities that may affect the price of its securities after listing thereof, and will cause fear that the market order may be affected or the public interests may be harmed.
2. It has merged other company for less than one full fiscal year; provided that the above shall not be applicable if prior to the merger the profitability of the surviving company and that of the merged company meet the listing criteria.
3. Its financial or business affairs are not independent from other person(s).
4. It has had any major labor dispute or environmental pollution that will certainly affect its normal financial and business operations, and has not improved it.
5. It has been discovered any major abnormal transaction and has not improved it.
6. After the capital increased through the issuance of new shares which has been effected and is being effected in the year in which it applies for listing is included in the amount of paid-in capital in its final account for the respective year, it does not meet the listing criteria .
7. It has borrowed from non-financial institution without interest or with interest rate lower than the normal interest rate and, after recalculating the interest expenses according to the normal rate, it does not meet the listing criteria.
8. It has failed to effectively implement its written accounting systems, internal compliance systems, internal audit systems, or has failed to prepare financial reports in accordance with laws and regulations and generally accepted accounting principles, and the event of this failure is considered as material.
9. There has been major deterioration in its business operation.
10. Where the company applying for listing conducted any activities in violation of the principle of good faith in the most recent five years, or where its directors, supervisors, general manager or de facto responsible person violated the same principle in the most recent three years.
11. Where the directors, supervisors and shareholders who hold 10 percent or greater of its total issued and outstanding shares have transferred a large number of shares in the year in which it applies for listing and in the most recent fiscal year.
12. Where the company applying for listing has less than five members on its board of directors, or less than 2 independent directors; less than three supervisors, or less than one independent supervisor; or where within the past year the board of directors or supervisor(s) have been unable to independently exercise their functions. Additionally, the elected independent directors and independent supervisor(s) shall be confined to persons other than juristic persons or representatives thereof set forth in Article 27 of the Company Act, and at least one of each shall be a professional in accounting or finance.
13. Where the Company applying for listing has been registered for trading as an emerging stock on the OTC market in the fiscal year of the listing application and the most recent fiscal year thereto, and there has been, from the OTC registration date onward, any trading of stock issued by the applicant company by any incumbent director, supervisor, or shareholder holding 10 percent or greater of its total issued and outstanding shares other than on the emerging stock market; provided, this restriction shall not apply where such trading is for purposes of underwriting under Article 11 of these Criteria or for other legitimate rea |
| Article 10 |
An application for initial listing of stock filed by an issuing company shall not be approved unless and until share certificates representing at least 50 percent of the number of shares held by each of the following persons of the issuing company specified in the application for listing (with the total number of such shares being not less than the ratio specified in Paragraph 2 of this Article), along with the remaining share certificates representing all other shares after deducting those required for public offering, have been placed in centralized custody with a centralized securities depository enterprise incorporated with the approval of the Competent Authority; provided however, that if the total number of shares held by directors and supervisors is less than the total number thereof held by them at the time when they were elected as directors and supervisors, then the total number of shares at the time when they were elected shall be the basis for counting the number of shares under this Article. If the number of shares represented by share certificates placed in centralized custody pursuant to the above is less than the ratio specifies in Paragraph 2 of this Article, the shortage shall be made up by other shareholders:
1. Where the application for listing is filed in accordance with the provisions of Article 4 or Article 6 of these Criteria, its directors, supervisors and the shareholders holding 10 percent or greater of the total number of issued and outstanding shares of the issuing company.
2. Where the application for listing is filed in accordance with the provisions of Article 5 of these Criteria or where the applicant is an information software enterprise, its directors, supervisors, shareholders holding 5 percent or greater of the total number of issued and outstanding shares, and/or shareholders whose equity investment is made in the form of patent rights or technical know-how, and who are working for the issuing company and hold 0.5 percent or greater of the total number of shares or 100,000 or more shares as of the date on which the application for listing is filed. However, this restriction shall not apply where shareholding of a recommending securities firm during the period of registration as emerging stock exceeds 5 percent of the total issued shares of said issuing company as a result of subscription or trading of operating securities during the emerging stock trading period.
The total number of shares with respect to the share certificates to be placed in centralized custody by the issuing company under the preceding paragraph refers to the total number of issued and outstanding shares calculated as the aggregate of shares of common stock that have already been publicly offered and issued or privately placed and shares of common stock subscribable or convertible through preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, and convertible corporate bonds that have already been publicly offered and issued or privately placed; the total ratio of share certificates to be placed in centralized custody by the issuing company shall be calculated as set forth below, provided, the number of shares to be placed in centralized custody by the issuing company shall not exceed a maximum of 50 percent of its original total number of issued and outstanding shares, and share certificates placed in centralized custody shall be confined to share certificates of publicly offered and issued common stock:
1. Where the total number of issued and outstanding shares is 30 million or less, share certificates representing 30 percent thereof shall be placed in depository; provided, where the shares are new shares issued by the issuing company for cash capital increase that, less the number of shares reserved to be made available for purchase by company employees under applicable regulations, were publicly sold in full prior to listing, this may discretionarily be reduced to “25 percent thereof shall be placed in custody.”
2. Where the total number of issued and outstanding shares is more than 30 million but 100 million or less, share certificates representing 20 percent of the portion of shares in excess of 30 million shares shall be placed in centralized custody in addition to those required under the preceding item.
3. Where the total number of issued and outstanding shares is more than 100 million but 200 million or less, share certificates representing 10 percent of the portion of shares in excess of 100 million shall be placed in centralized custody in addition to those required under the preceding item.
4. Where the total number of issued and outstanding shares is more than 200 million, share certificates representing 5 percent of the portion of shares in excess of 200 million shall be placed in centralized custody in addition to those required under the preceding item.
Among the share certificates placed in centralized custody by the directors, supervisors and shareholders pursuant to the provisions of Paragraph 1 of this Article, one-fifth of the portion thereof comprising not less than 50 percent of the shares held by the respective person with the total number of shares being not less than the ratio specified in Paragraph 2 of this Article may be taken back only after the lapse of two full years from the listing date thereof; thereafter, one-fifth thereof may be taken back once every six months. The share certificates other than those referred to in the preceding sentence and those for public offering may be taken back after the lapse of one full year from the listing date thereof. However, for an issuing company that applies for listing under the provisions of Article 4, where the total number of its shares required to be placed in centralized custody for two years and in centralized custody for one year is confirmed to exceed 50 percent of the issued shares of the
issuing company, and the issuing company has paid-in capital of at least NT$30 billion, if the portion of the number of shares required to be placed in centralized custody exceeding the above-stated 50 percent of issued shares has been pledged to a financial institution by the director, supervisor, or shareholder of the issuing company who holds the shares for purposes of guaranteeing financing for the company or for him/herself, evidentiary documents furnished by the financial institution may be substituted for shares required to be placed in centralized custody for one year; provided, if the pledge is released during the custody period, the director, supervisor, or major shareholder shall deposit the same amount of shares into centralized custody; or, if the subject of the pledge is disposed by the financial institution, the issuing company shall contact other directors, supervisors, or major shareholders to deposit the same amount of shares into centralized custody.
Directors, supervisors, and shareholders shall not rescind the custodial agreement during the term thereof. Share certificates and vouchers evidencing that share certificates are placed in centralized custody shall not be transferred or pledged. The validity of centralized custody shall not be affected by a change of the identity of the holders of share certificates in centralized custody; provided that, however, if the holder's identity changes during the custody period and if the holder has negotiated with the directors and/or supervisors taking office at the time of initial public offering to make up the same number of shares for placing in centralized custody, he may take back the same number of shares without being subject to the said restrictions.
The provisions of Paragraph 1 of this Article shall not apply to directors, supervisors and shareholders of government authorities, government-owned enterprises, or which have obtained an approval from the authority in charge of the enterprise concerned for the sale of the shares held by them and have been determined to be inappropriate to place such share certificates in centralized custody.
The total ratio of share certificates to be placed in centralized custody as specified in Paragraph 2 of this Article shall not apply to government-owned enterprises.
When the directors and supervisors of an issuing company referred to in Paragraph 3 above take back their share certificates placed in centralized custody after lapse of the centralized custody period, if such taking back causes the total shares placed in centralized custody by all the directors and supervisors to become less than the ratio of total shareholding under the "Regulations Governing the Shares Ownership Ratio of the Directors and Supervisors of Public companies and Examination and Enforcement Thereof" (hereinafter referred to as the "Shareholding Ratio"), the directors and supervisors may only take back the portion in excess of the Shareholding Ratio. The remaining shares shall continue to be placed incentralized custody. If re-election of directors and supervisors occurs during the centralized custody period, the portion of the shares of all re-elected directors and supervisors meeting the Shareholding Ratio shall continue to be placed in centralized custody. This provision shall also apply
after lapse of the centralized custody period.An application for initial listing of stock filed by an issuing company shall not be approved unless and until share certificates representing at least 50 percent of the number of shares held by each of the following persons of the issuing company specified in the application for listing (with the total number of such shares being not less than the ratio specified in Paragraph 2 of this Article), along with the remaining share certificates representing all other shares after deducting those required for public offering, have been placed in centralized custody with a centralized securities depository enterprise incorporated with the approval of the Competent Authority; provided however, that if the total number of shares held by directors and supervisors is less than the total number thereof held by them at the time when they were elected as directors and supervisors, then the total number of shares at the time when they were elected shall be the basis for counting the number of shares under this Article. If the number of shares represented by share certificates placed in centralized custody pursuant to the above is less than the ratio specifies in Paragraph 2 of this Article, the shortage shall be made up by other shareholders:
1. Where the application for listing is filed in accordance with the provisions of Article 4 or Article 6 of these Criteria, its directors, supervisors and the shareholders holding 10 percent or greater of the total number of issued and outstanding shares of the issuing company.
2. Where the application for listing is filed in accordance with the provisions of Article 5 of these Criteria or where the applicant is an information software enterprise, its directors, supervisors, shareholders holding 5 percent or greater of the total number of issued and outstanding shares, and/or shareholders whose equity investment is made in the form of patent rights or technical know-how, and who are working for the issuing company and hold 0.5 percent or greater of the total number of shares or 100,000 or more shares as of the date on which the application for listing is filed. However, this restriction shall not apply where shareholding of a recommending securities firm during the period of registration as emerging stock exceeds 5 percent of the total issued shares of said issuing company as a result of subscription or trading of operating securities during the emerging stock trading period.
The total number of shares with respect to the share certificates to be placed in centralized custody by the issuing company under the preceding paragraph refers to the total number of issued and outstanding shares calculated as the aggregate of shares of common stock that have already been publicly offered and issued or privately placed and shares of common stock subscribable or convertible through preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, and convertible corporate bonds that have already been publicly offered and issued or privately placed; the total ratio of share certificates to be placed in centralized custody by the issuing company shall be calculated as set forth below, provided, the number of shares to be placed in centralized custody by the issuing company shall not exceed a maximum of 50 percent of its original total number of issued and outstanding shares, and share certificates placed in centralized custody shall be confined to share certificates of publicly offered and issued common stock:
1. Where the total number of issued and outstanding shares is 30 million or less, share certificates representing 30 percent thereof shall be placed in depository; provided, where the shares are new shares issued by the issuing company for cash capital increase that, less the number of shares reserved to be made available for purchase by company employees under applicable regulations, were publicly sold in full prior to listing, this may discretionarily be reduced to “25 percent thereof shall be placed in custody.”
2. Where the total number of issued and o |
| Article 10-1 |
An application for initial listing of stock filed by an issuing company in accordance with Article 6-1 shall not be approved unless and until its directors, supervisors, shareholders holding 5 percent or more of the total issued and outstanding shares, and the shareholders whose equity investment is made in the form of technical know-how and who hold 0.5 percent or more of the total number of issued and outstanding shares or 100,000 shares or more have placed all of their shares specified in the application for listing, less the shares required for public offering, and representing at least 50 percent of the total number of issued and outstanding shares of the company, with a centralized securities depository enterprise incorporated with the approval of the Competent Authority; provided however, that if the total number of shares held by directors and supervisors is less than the total number of shares held by them at the time when they were elected as directors and supervisors, then the total number of
shares at the time when they were elected shall be the basis for counting the number of shares under this Article. If the number of shares represented by share certificates placed in custody pursuant to the above is less than 50 percent of the total issued and outstanding shares, the shortage shall be made up by other shareholders.
Among the share certificates placed in custody under the preceding paragraph, one-fifth of the portion thereof may be taken back only after the lapse of four full years from the listing date thereof; thereafter, one-fifth thereof may be taken back once every six months. If after lapse of the said period, the project constructed by the company has not been fully completed and the operation has not commenced, the custody period may be extended until the project is fully completed and the operation commences; provided, however, that if partial operation has commenced before the project is fully completed, the custody period shall be extended until the company's annual financial report shows an operating profit and before-tax net profit. The custody agreement shall not be terminated during the term thereof. Share certificates and vouchers evidencing that share certificates are placed in custody shall not be transferred or pledged. The validity of custody shall not be affected by any change of the identity of the holders of share certificates in custody.
Upon application for listing, the issuing company shall commit that if during the custody period it issues new shares for capital increase by cash, its shareholders who have placed their share certificates in custody at the time of listing shall place in custody additional 50 percent of the shares subscribed by or distributed to them. The provision of Paragraph 2 above shall apply mutatis mutandis to the custody and taking back of such share certificates.
The provisions of Paragraph 1 shall not apply where, during the period in which an issuing company applying for initial listing of its stock is registered as an emerging stock company, shareholding of its recommending securities firm exceeds 5 percent of the total issued shares of said issuing company as a result of subscription or trading of operating securities during the emerging stock trading period.An application for initial listing of stock filed by an issuing company in accordance with Article 6-1 shall not be approved unless and until its directors, supervisors, shareholders holding 5 percent or more of the total issued and outstanding shares, and the shareholders whose equity investment is made in the form of technical know-how and who hold 0.5 percent or more of the total number of issued and outstanding shares or 100,000 shares or more have placed all of their shares specified in the application for listing, less the shares required for public offering, and representing at least 50 percent of the total number of issued and outstanding shares of the company, with a centralized securities depository enterprise incorporated with the approval of the Competent Authority; provided however, that if the total number of shares held by directors and supervisors is less than the total number of shares held by them at the time when they were elected as directors and supervisors, then the total number of
shares at the time when they were elected shall be the basis for counting the number of shares under this Article. If the number of shares represented by share certificates placed in custody pursuant to the above is less than 50 percent of the total issued and outstanding shares, the shortage shall be made up by other shareholders.
Among the share certificates placed in custody under the preceding paragraph, one-fifth of the portion thereof may be taken back only after the lapse of four full years from the listing date thereof; thereafter, one-fifth thereof may be taken back once every six months. If after lapse of the said period, the project constructed by the company has not been fully completed and the operation has not commenced, the custody period may be extended until the project is fully completed and the operation commences; provided, however, that if partial operation has commenced before the project is fully completed, the custody period shall be extended until the company's annual financial report shows an operating profit and before-tax net profit. The custody agreement shall not be terminated during the term thereof. Share certificates and vouchers evidencing that share certificates are placed in custody shall not be transferred or pledged. The validity of custody shall not be affected by any change of the identity of the holders of share certificates in custody.
Upon application for listing, the issuing company shall commit that if during the custody period it issues new shares for capital increase by cash, its shareholders who have placed their share certificates in custody at the time of listing shall place in custody additional 50 percent of the shares subscribed by or distributed to them. The provision of Paragraph 2 above shall apply mutatis mutandis to the custody and taking back of such share certificates.
The provisions of Paragraph 1 shall not apply where, during the period in which an issuing company applying for initial listing of its stock is registered as an emerging stock company, shareholding of its recommending securities firm exceeds 5 percent of the total issued shares of said issuing company as a result of subscription or trading of operating securities during the emerging stock trading period. |
| Article 11 |
Where an issuing company applies for initial listing of its common stock or various preferred stock, it shall allocate in accordance with the stipulations of this Corporation certain percentage of shares and retain a securities underwriter to offer such shares to the public before the shares are listed. Except for the shares of a securities firm, it shall be specified in the underwriting agreement that a certain proportion of the shares to be offered to the public shall be reserved for subscription by the securities underwriter, and the said proportion shall be not less than 10 percent and not more than 25 percent of the total number of underwritten shares; provided that the above requirement shall not be applicable if the issuing company has issued new shares during the period between six months before the day on which it applies for listing and the day on which its stocks are listed, and has allocated in accordance with the stipulations of these Criteria certain percentage of shares to be listed for
public offering, and if the shareholdings have been dispersed in compliance with the criteria set forth in these Criteria.
An issuing company which applies for the listing of its stock pursuant to Article 5 of these Criteria shall retain a securities underwriter to sell its stock on a firm commitment basis, and shall specify in the underwriting agreement in accordance with Paragraph 2 of Article 71 of the Securities and Exchange Act that the securities underwriter shall reserve for its own account 50 percent of the shares to be offered to the public.
The provisions in the preceding two paragraphs regarding subscription by the securities underwriter shall not apply to state-owned applicant company.
The total number of shares to be allocated by the issuing company for public sale under paragraph 1 refers to the total number of issued and outstanding shares calculated as the aggregate of shares of common stock that have already been publicly offered and issued or privately placed and shares of common stock subscribable or convertible through preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, and convertible corporate bonds that have already been publicly offered and issued or privately placed; provided, share certificates allocated for public sale shall be confined to share certificates of publicly offered and issued common stock.Where an issuing company applies for initial listing of its common stock or various preferred stock, it shall allocate in accordance with the stipulations of this Corporation certain percentage of shares and retain a securities underwriter to offer such shares to the public before the shares are listed. Except for the shares of a securities firm, it shall be specified in the underwriting agreement that a certain proportion of the shares to be offered to the public shall be reserved for subscription by the securities underwriter, and the said proportion shall be not less than 10 percent and not more than 25 percent of the total number of underwritten shares; provided that the above requirement shall not be applicable if the issuing company has issued new shares during the period between six months before the day on which it applies for listing and the day on which its stocks are listed, and has allocated in accordance with the stipulations of these Criteria certain percentage of shares to be listed for
public offering, and if the shareholdings have been dispersed in compliance with the criteria set forth in these Criteria.
An issuing company which applies for the listing of its stock pursuant to Article 5 of these Criteria shall retain a securities underwriter to sell its stock on a firm commitment basis, and shall specify in the underwriting agreement in accordance with Paragraph 2 of Article 71 of the Securities and Exchange Act that the securities underwriter shall reserve for its own account 50 percent of the shares to be offered to the public.
The provisions in the preceding two paragraphs regarding subscription by the securities underwriter shall not apply to state-owned applicant company.
The total number of shares to be allocated by the issuing company for public sale under paragraph 1 refers to the total number of issued and outstanding shares calculated as the aggregate of shares of common stock that have already been publicly offered and issued or privately placed and shares of common stock subscribable or convertible through preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, and convertible corporate bonds that have already been publicly offered and issued or privately placed; provided, share certificates allocated for public sale shall be confined to share certificates of publicly offered and issued common stock. |
| Article 12 |
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| Article 12-1 |
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| Article 13 |
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| Article 14 |
Where a listed company issues new shares that are of the same type of stocks as those which has already been listed and applies for listing the new shares, such new shares may be listed in accordance with the provisions of Paragraph 2 of Article 139 of the Securities and Exchange Act, and any certificates carrying right to convert bonds into stock issued by the said listed company may also be listed on the exchange of this Corporation in accordance with the said provisions of the Securities and Exchange Act.
Where a listed company issues new shares that are not of the same type of stocks as those which have already been listed and applies for listing of the new shares, this Corporation may agree to list the new shares if the total par value of the shares under application for listing is NT$300 million or more and the said company allocates in accordance with Paragraph 1 of Article 11 of these Criteria a certain percentage of the shares and retains a securities underwriter to offer the shares to the public before they are listed. The issuing company may specify in the underwriting agreement that the securities underwriter reserves for its own account a certain proportion of the shares (except for the shares of a securities firm) to be offered to the public. Such proportion shall be not more than 15 percent of the total underwritten shares, and the issuing company shall comply with the shareholding dispersion standards in Article 4, Paragraph 1, Subparagraph 4 of these Criteria. Provided, this Corporation may
disagree to the listing in any of the following events:
1. Its before-tax net profit for the most recent two years is in a negative figure.
2. At the time of approving the issuance of new shares, the Competent Authority deemed it inappropriate to offer the new shares to the public at market price, and the causes therefor have not been extinguished.
3. The most recent application for public offering and issuance of securities was returned or disapproved by the Competent Authority, and the causes therefor were material and have not been improved.
4. The securities previously issued by the company were restricted from listing for causes under Paragraph 1 of Article 156 of the Securities and Exchange Act, and such causes have not be extinguished, or any event under Paragraph 1 of Article 156 of the Securities and Exchange Act has occurred.
5. There exists other events that are deemed by this Corporation as inappropriate for listing.
A listed company applying for listing of shares issued by it that are not of the same type of stock as those already listed and that are redeemable for cash upon maturity shall comply with the provisions of the preceding paragraph; however, the shareholding dispersion standards in Article 4, Paragraph 1, Subparagraph 4 of these Criteria shall not apply.
A listed company shall promptly report to this Corporation, by submitting a Listed Securities Report Form, any common shares created through the exercise of conversion rights or subscription rights under any preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, and convertible corporate bonds offered and issued by it, and may be exempted from the requirement of public offering under Article 11. Provided, if such offered and issued preferred shares are prohibited from listing under the proviso to paragraph 2 of this Article, common shares created through the exercise of conversion rights or subscription rights thereunder shall also be prohibited from listing.Where a listed company issues new shares that are of the same type of stocks as those which has already been listed and applies for listing the new shares, such new shares may be listed in accordance with the provisions of Paragraph 2 of Article 139 of the Securities and Exchange Act, and any certificates carrying right to convert bonds into stock issued by the said listed company may also be listed on the exchange of this Corporation in accordance with the said provisions of the Securities and Exchange Act.
Where a listed company issues new shares that are not of the same type of stocks as those which have already been listed and applies for listing of the new shares, this Corporation may agree to list the new shares if the total par value of the shares under application for listing is NT$300 million or more and the said company allocates in accordance with Paragraph 1 of Article 11 of these Criteria a certain percentage of the shares and retains a securities underwriter to offer the shares to the public before they are listed. The issuing company may specify in the underwriting agreement that the securities underwriter reserves for its own account a certain proportion of the shares (except for the shares of a securities firm) to be offered to the public. Such proportion shall be not more than 15 percent of the total underwritten shares, and the issuing company shall comply with the shareholding dispersion standards in Article 4, Paragraph 1, Subparagraph 4 of these Criteria. Provided, this Corporation may
disagree to the listing in any of the following events:
1. Its before-tax net profit for the most recent two years is in a negative figure.
2. At the time of approving the issuance of new shares, the Competent Authority deemed it inappropriate to offer the new shares to the public at market price, and the causes therefor have not been extinguished.
3. The most recent application for public offering and issuance of securities was returned or disapproved by the Competent Authority, and the causes therefor were material and have not been improved.
4. The securities previously issued by the company were restricted from listing for causes under Paragraph 1 of Article 156 of the Securities and Exchange Act, and such causes have not be extinguished, or any event under Paragraph 1 of Article 156 of the Securities and Exchange Act has occurred.
5. There exists other events that are deemed by this Corporation as inappropriate for listing.
A listed company applying for listing of shares issued by it that are not of the same type of stock as those already listed and that are redeemable for cash upon maturity shall comply with the provisions of the preceding paragraph; however, the shareholding dispersion standards in Article 4, Paragraph 1, Subparagraph 4 of these Criteria shall not apply.
A listed company shall promptly report to this Corporation, by submitting a Listed Securities Report Form, any common shares created through the exercise of conversion rights or subscription rights under any preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, and convertible corporate bonds offered and issued by it, and may be exempted from the requirement of public offering under Article 11. Provided, if such offered and issued preferred shares are prohibited from listing under the proviso to paragraph 2 of this Article, common shares created through the exercise of conversion rights or subscription rights thereunder shall also be prohibited from listing. |