| Article 15 |
When an issuer whose stocks are traded on the GTSM re-issues new shares of the same type, the new shares shall be traded on the GTSM from the date on which they are delivered to shareholders, and 2 business days before the new shares are traded on the GTSM, the issuer shall submit a Registration Statement for Trading of New Capital Stocks on the GTSM (Schedule 5) and relevant documents to the GTSM and pay the fees for trading on the GTSM. The issuer may also apply to the GTSM for trading certificates of entitlement to new shares, certificates of payment for new shares, and other securities approved by the Competent Authority on the GTSM by submitting the application (Schedules 6 and 7) to the GTSM; provided that if the issuer has any of the conditions under paragraph 1 of Article 156 of the Securities and Exchange Act, the SFC may restrict the trading on the GTSM.
An issuer of convertible corporate bonds or corporate bonds with warrants whose shares are already listed on the central exchange market shall, when issuing new or additional certificates of entitlement to convert bonds into shares or certificates evidencing payment of shares, comply with the procedures regarding public listing of certificates of entitlement to convert bonds into shares or certificates evidencing payment of shares prescribed by the Taiwan Stock Exchange.
When an issuer whose bonds are already traded on the GTSM re-issues bonds and applies to trade them on the GTSM, it shall, within 30 days of issuance, report to the GTSM by submitting a Registration Statement for Trading of Straight Corporate Bonds, Convertible Corporate Bonds, Exchangeable Corporate Bonds, Corporate Bonds with Warrants, or Financial Bonds on the GTSM (Schedules 8, 8-1, 8-2, and 9) and relevant documents and pay fees for trading on the GTSM. Where no application is made for trading on the GTSM, the issuer shall report to the GTSM within 30 days of the date of issuance with a declaration of the particulars of the issue and related documents (Schedules 10 and 10-1). The issuer may also apply to the GTSM for trading certificates of payment for bonds on the GTSM by submitting an application (Schedule 11).
An issuer whose bonds are already traded on the GTSM may, for its previously issued bonds, register the bonds with the GTSM by submitting to the GTSM a Registration Statement for Trading of Straight Corporate bonds, Convertible Corporate Bonds, Exchangeable Corporate Bonds, Corporate Bonds with Warrants, or Financial Bonds on the GTSM with the relevant documents, and pay the fees for trading on the GTSM.
After the documents referred to in preceding paragraphs 1, 3 and 4 are examined by the GTSM and found complete, a public announcement shall be made to allsecurities firms that trade on the GTSM. The Registration Statement for Trading of New Capital Stocks on the GTSM, Registration Statement for Trading of Corporate Bonds on the GTSM, Registration Statement for Trading of Convertible Corporate Bonds on the GTSM, Registration Statement for Trading of Exchangeable Bonds on the GTSM, Registration Statement for Trading of Corporate Bonds with Warrants on the GTSM, Registration Statement for Trading of Financial Bonds on the GTSM, Application for Trading of Certificates of Entitlement to New Capital Stocks on the GTSM, Application for Trading of Certificate of Payment for New Capital Stocks on the GTSM, or Application for Trading of Certificates of Payment for Corporate Bonds on the GTSM shall become a part of the original contract for trading securities on the GTSM.
When a public company applies for GTSM trading for its issued shares of a different type from the shares already traded on the GTSM, or company warrants, it shall apply to the GTSM by submitting the Registration Statement for Trading of Securities on the GTSM (Schedules 12. and 13), furnishing all required particulars, together with the required documents.
For an application under the preceding paragraph for trading on the GTSM of shares of a different type, the total amount of the par value of the shares shall be not less than NT$50 million. Only after such issuer has allocated 10 percent or more of the total amount issued for public offering and complied with the shareholding dispersion standards provided in Article 3, paragraph 1, subparagraph 3, may the GTSM approve for trading such shares on the GTSM with the original types of shares. However, in any of the following events, the GTSM shall not approve the trading on the GTSM:
1. Where upon approval for issuance, the Competent Authority decides that public offering at market value is improper, and the reason thereof has not extinguished;
2. Where the most recent application for offering and issuance of securities is returned or is denied approval by the Competent Authority and such matter was serious and no improvement is made;
3. Where an issuer whose marketable securities previously issued have been restricted for trading on the GTSM per Article 156 of the Securities and Exchange Act, and the reason thereof has not extinguished, or where an issuer has any conditions provided under paragraph 1 of the said Article; or
4. Where the GTSM otherwise deems it improper to trade the stocks on the GTSM.
For an application under paragraph 6 for trading on the GTSM of stock warrants, the total amount of stock warrants shall be not less than 5 million units. Only after such issuer has allocated 10 percent or more of the total amount issued for public offering and complied with the shareholding dispersion standards provided below, may the GTSM approve for trading on the GTSM. For preferred shares with detachable warrants, if the preferred shares after detachment of warrants do not meet the requirements for GTSM trading under the preceding paragraph, the company warrants may not be traded on the GTSM, either,
1. If the total number of stock warrants is less than 20 million units, there shall be 50 or more holders of stock warrants.
2. If the total number of stock warrants is not less than 20 million units, there shall be 100 or more holders of stock warrants.
A public issuer applying for GTSM trading of shares issued by it that are not of the same type of stock as those already traded on the GTSM and that are redeemable for cash upon maturity shall comply with the provisions of paragraphs 6 and 7; however, the shareholding dispersion standards in Article 3, paragraph 1, subparagraph 3 of these Rules shall not apply.
A public issuer shall report to the GTSM, by submitting a Securities Conversion Report Form (Schedule 14), any subscription of, conversion into, or exchange for stocks of a type already traded on the GTSM through exercise of any preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, convertible corporate bonds, exchangeable corporate bonds, or company warrants offered and issued by it, and may be exempted from the requirement of public offering under Article 4. Provided, if such offered and issued preferred shares or company warrants are prohibited from trading on the GTSM before conversion pursuant to the proviso to paragraph 7 of this Article, stocks created through conversion or subscription thereunder shall also be prohibited from trading on the GTSM.
Securities that are privately placed by a public company and securities subsequently distributed, converted, or subscribed may not be listed on the GTSM during the period of restriction of transfer as set forth in Article 43-8 of the Securities and Exchange Act. Once the period of restriction of transfer has elapsed, the company may file a GTSM listing application only after first applying to the GTSM for a letter of approval and, on the basis of that letter, completing issuance examination and approval procedures with the Competent Authority. However, it may be exempted from the requirement of carrying out public offering prior to GTSM listing under Article 4.
When applying to the GTSM for issuance of a letter of approval under the preceding paragraph, a GTSM company shall meet the standards in each of the following subparagraphs; the GTSM will reply by letter to the applicant company after it has inspected the application documents submitted for completeness and the administering department has examined them for compliance with requirements:
1. The financial reports for the most recent period and the most recent accounting year show an absence of accumulated deficit and a positive net worth.
2. Its profitability meets the requirements of Article 3, paragraph 1, subparagraph 2.
3. A certified public accountant has audited the financial reports for the most recent 2 accounting years and has signed and issued an audit report containing an unqualified opinion. If an audit report containing other than an unqualified opinion is issued, it does not affect the fairness of presentation of the financial reports.
4. None of the events set out in Article 10, paragraph 1, subparagraphs 1, 3, 4, 6, 7, or 11 is present.
5. The total amount of registered shares held by the directors and supervisors as a whole is higher than the share ownership ratio prescribed by the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.
6. The fund utilization plan has been completely executed for the funds obtained from the private placement of securities, and has yielded reasonable benefits; provided, this restriction shall not apply if there is legitimate reason.
7. For an applicant company that had net profit and no accumulated deficit for the fiscal year before the shareholders meeting resolved on the private placement of securities, if any of the circumstances listed below exists, then in addition to meeting the profitability requirements of subparagraph 2, the ratio income before tax to year-end paid-in capital for the most recent fiscal year shall be better than that for the fiscal year before the shareholders meeting resolved on the private placement of securities:
(1) The private placement solely introduced strategic investors, and at the time the company applies for the letter of approval, the privately placed shares have not been transferred, or have been transferred to the holding of any non-insider(s) or non related party(ies) of the applicant company.
(2) There is a likelihood of an event under Article 7 or 8 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, but the applicant company for a legitimate reason is unable to reasonably correct the situation and unable to conduct the public offering, and is urgently in need of capital, and is granted permission for the private placement by the GTSM, and at the time the company applies for the letter of approval for listing of the privately placed securities, the securities have not been transferred, or have been transferred to the holding of any non-insider(s) or non related party(ies) of the applicant company.8. For an applicant company that had net profit and no accumulated deficit for the fiscal year before the shareholders meeting resolved on the private placement of securities, if any of the circumstances listed below exists, then in addition to meeting the profitability requirements of subparagraph 2, the ratio of income before tax to year-end paid-in capital for the most recent fiscal year may not be lower than 200 percent of that for the fiscal year before the shareholders meeting resolved on private placement of securities: (1) The private placement solely introduced strategic investors, and at the time the company applies for the letter of approval, part or all of the privately placed shares have been transferred to the holding of any insider(s) or related party(ies) of the applicant company.
(2) The private placement did not introduce strategic investors.
(3) There is a likelihood of an event under Article 7 or 8 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, but the applicant company for a legitimate reason is unable to reasonably correct the situation and unable to conduct the public offering, and is urgently in need of capital, and is granted permission for the private placement by the GTSM, and at the time the company applies for the letter of approval for listing of the privately placed securities, part or all of the securities have been transferred to the holding of any insider(s) or related party(ies) of the applicant company.
(4) The conducting of the private placement of securities was not done in accordance with the Directions for Public Companies Conducting Private Placements of Securities ("the Directions for Private Placements"), where the circumstances were serious.
9. For an applicant company that had net loss or accumulated deficit for the fiscal year before the shareholders meeting resolved on the private placement of securities, if any of the circumstances listed below exists, then in addition to meeting the profitability requirements of subparagraph 2, the ratio of income before tax to year-end paid-in capital for the most recent fiscal year shall be 6 percent or higher:
(1) Any insider or related party of the company participates in the private placement, and the subscription price does not comply with the percentage requirements set out by the Competent Authority.
(2) The private placement of securities is not carried out in accordance with the Directions for Private Placements, and the circumstances are serious.
10.Others consistent with the provisions of the Competent Authority.
Prior to the GTSM listing, all privately placed shares held by non-strategic investors, insiders, and related parties as referred to in subparagraph 8 or 9 of the preceding paragraph, shall be placed in central custody with a central securities depository enterprise incorporated with the approval of the Competent Authority. One half of the shares placed in central custody may be withdrawn only after the lapse of a 6-month period starting from the date of commencement of GTSM listed trading; the remaining shares may be withdrawn in full only after the lapse of a 1-year period starting from the date of commencement of GTSM listed trading. The custodial agreement may not be rescinded during the term, and the shares in central custody may not be transferred or pledged. The validity of central custody shall not be affected by a change of the identity of the holders of shares in central custody.
Where the competent authority has placed restrictions on GTSM trading of securities issued by a public issuer, no application for GTSM trading of its privately placed securities may be made until such restrictions have been lifted, even if the period of restriction of transfer of those securities referred to in the preceding paragraph has expired.. |