| Article 6 |
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| Article 7 |
A foreign issuer meeting the following conditions may apply for registration of its common stock for GTSM trading:
1. It is a company limited by shares organized and registered under foreign law, and does and has not violated any applicable provision of the Act Governing Relations Between the Peoples of the Taiwan Area and the Mainland Area, and has filed for retroactive public issuance of the stock pursuant to the provisions of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers.
2. Its issued registered stock is not listed for trading on any overseas securities market.
3. It has signed an advisory contract with securities firms.
4. It has received written recommendations by two or more advising/recommending securities firms, and one of them has been designated as the lead advising/recommending securities firm, and the other(s) as co-advising/recommending securities firm(s), and the lead advising/recommending securities firm has submitted the “Checklist” for the company for the most recent one month (Appendix 1).
5. Has established a professional shareholder services agent in the area where the GTSM is located to handle shareholder services.
6. Has appointed at least one litigious and non-litigious agent who has a domicile or residence within Taiwan.
7. The foreign issuer shall undertake that it will comply in the following matters:
(1) Comply with the ROC Securities and Exchange Act and related laws, regulations, and policies. If the foreign issuer is organized as an investment holding company, its holding company subsidiary also must undertake that it will comply therewith.
(2) Upon request by the GTSM, appoint a designated CPA or professional institution to conduct a targeted examination within the audit scope designated by the GTSM, and to submit the examination results to the GTSM, and agrees to bear any related expenses.
(3) GTSM listed shares shall be delivered by book-entry transfer.
(4) Important matters in connection with protection of shareholder equity, which shall be specified in the company's articles of incorporation or organizational documents.
8. The stocks and bonds offered and issued shall be issued in dematerialized form; provided, this restriction shall not apply if the laws or regulations of the country of its registration provide otherwise.
9. The laws of the Republic of China shall be the applicable law for the Contract for GTSM Trading of Emerging Stock entered into by the foreign issuer. The Taiwan Taipei District Court shall be the competent court for litigation in the event of any dispute arising in connection with the Contract.
10. It is required to establish a remuneration committee under the mutatis mutandis application of Article 14-6 of the Securities and Exchange Act and related provisions.
The professional shareholder services institution referred to in subparagraph 5 of the preceding paragraph shall have documents evidencing the following issued by the TDCC:
1. Its personnel and equipment for handling shareholder services all are in compliance with the Regulations Governing the Administration of Shareholder Services of Public Companies.
2. There has been no instance in the preceding 3 years in which, after a TDCC audit, the TDCC has made written suggestions for improvement, and it has failed to make improvements by the deadline.
Each month the lead advising/recommending securities firms shall obtain materials related to the items listed on the Checklist referred to in subparagraph 4 of paragraph 1 and carry out the monthly audit procedures, truthfully and completely fill in the results of the audit, and compile them into bound volumes together with the relevant working papers.A foreign issuer meeting the following conditions may apply for registration of its common stock for GTSM trading:
1. It is a company limited by shares organized and registered under foreign law, and does and has not violated any applicable provision of the Act Governing Relations Between the Peoples of the Taiwan Area and the Mainland Area, and has filed for retroactive public issuance of the stock pursuant to the provisions of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers.
2. Its issued registered stock is not listed for trading on any overseas securities market.
3. It has signed an advisory contract with securities firms.
4. It has received written recommendations by two or more advising/recommending securities firms, and one of them has been designated as the lead advising/recommending securities firm, and the other(s) as co-advising/recommending securities firm(s), and the lead advising/recommending securities firm has submitted the “Checklist” for the company for the most recent one month (Appendix 1).
5. Has established a professional shareholder services agent in the area where the GTSM is located to handle shareholder services.
6. Has appointed at least one litigious and non-litigious agent who has a domicile or residence within Taiwan.
7. The foreign issuer shall undertake that it will comply in the following matters:
(1) Comply with the ROC Securities and Exchange Act and related laws, regulations, and policies. If the foreign issuer is organized as an investment holding company, its holding company subsidiary also must undertake that it will comply therewith.
(2) Upon request by the GTSM, appoint a designated CPA or professional institution to conduct a targeted examination within the audit scope designated by the GTSM, and to submit the examination results to the GTSM, and agrees to bear any related expenses.
(3) GTSM listed shares shall be delivered by book-entry transfer.
(4) Important matters in connection with protection of shareholder equity, which shall be specified in the company's articles of incorporation or organizational documents.
8. The stocks and bonds offered and issued shall be issued in dematerialized form; provided, this restriction shall not apply if the laws or regulations of the country of its registration provide otherwise.
9. The laws of the Republic of China shall be the applicable law for the Contract for GTSM Trading of Emerging Stock entered into by the foreign issuer. The Taiwan Taipei District Court shall be the competent court for litigation in the event of any dispute arising in connection with the Contract.
10. It is required to establish a remuneration committee under the mutatis mutandis application of Article 14-6 of the Securities and Exchange Act and related provisions.
The professional shareholder services institution referred to in subparagraph 5 of the preceding paragraph shall have documents evidencing the following issued by the TDCC:
1. Its personnel and equipment for handling shareholder services all are in compliance with the Regulations Governing the Administration of Shareholder Services of Public Companies.
2. There has been no instance in the preceding 3 years in which, after a TDCC audit, the TDCC has made written suggestions for improvement, and it has failed to make improvements by the deadline.
Each month the lead advising/recommending securities firms shall obtain materials related to the items listed on the Checklist referred to in subparagraph 4 of paragraph 1 and carry out the monthly audit procedures, truthfully and completely fill in the results of the audit, and compile them into bound volumes together with the relevant working papers. |
| Article 8 |
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