| Article 24 |
In the event that the foreign issuer who applies to have its stocks traded over the counter has met the following criteria, the GTSM may issue a certificate evidencing its approval of such application:
1. number of OTC shares to be traded : not less than 10 million shares or the aggregate market value of the application is equivalent to NT$ 100 million or more;
2. the registered shares issued by the foreign issuer in accordance with the relevant laws in its home country have been traded for a full six months in a stock market approved by the Competent Authority;
3. shareholder's equity: the shareholder's equity as audited and certified for the most recent period by a certified public accountant is valued as equivalent to NT$200 million or more;
4. profitability: there is no accumulated loss in the most recent fiscal year, and one of the following criteria has been met:
(1) the ratio of net profit before tax against the shareholder's equity on the final accounts for is 4% or higher for the most recent fiscal year, or is 2% or higher for each of the past two fiscal years, or the average for the last two fiscal years is 2% or higher and the profitability in the most recent year is better year-on-year;
(2) the net profit before tax for each of the past two fiscal years is NT$100 million or more;
5. when the shares of the issuer are traded over the counter, dispersal of shareholding shall meet one of the following criteria:
(1) the number of registered shareholders residing within the ROC shall be no less than five hundred, and among them the aggregated shares held by shareholders holding not less than one thousand shares and not more than fifty thousand shares shall be at least 15% of the total issued shares or no less than two million shares.
(2) the number of registered shareholders shall be no less than one thousand and the shares held by the public, and not by the inside parties of the company, shall be at least 15% of the total issued shares.
The preceding OTC traded stocks shall be limited to the same classes as those being traded in foreign stock markets. The rights and obligations of the OTC traded stocks shall be the same as those traded in foreign stock markets and the shareholders shall be free to sell the stocks in foreign stock markets.
The financial information referred in Subparagraphs 3 and 4 of Paragraph 1 shall be reviewed in accordance with the consolidated financial statement or financial information prepared pursuant to the laws of the home country of the foreign issuer, and the opinions given by the ROC certified public accountant on the differences between the accounting principles adopted by the ROC and the home country of the foreign issuer respectively and on the impact of such differences on the financial report presented.
A foreign issuer that has obtained an appraisal opinion from a professional institution engaged by the Industrial Development Bureau of the Ministry of Economic Affairs, or engaged by the GTSM, stating that such issuer is a technology enterprise and that it has successfully developed a product or technology with market potential may be exempted from the restrictions in Subparagraph 4 of Paragraph 1. |
| Article 25 |
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| Article 26 |
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