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These Rules are prescribed in accordance with Article 140 of the Securities and Exchange Act.
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For securities issued or supplementarily issued pursuant to the screening procedures of the Securities and Exchange Act, the issuer, applying with the Taiwan Stock Exchange Corporation (TWSE) for listing thereof in accordance with Article 139 of the Securities and Exchange Act, shall submit a relevant application for the listing of securities, specifying therein the particulars as required and attaching thereto the necessary supporting documents. The TWSE will examine the application in accordance with these Rules and the Procedures for Review of Securities Listings.
In case the issuer and its securities underwriter have any of the following events, the TWSE will refuse to accept the due diligence report issued by the said underwriter, and will disagree to the listing of its securities:
- Where each of the issuer and its securities underwriter has issued a due diligence report in respect of the initial listing or trading on the over-the-counter market of each other's securities.
- Where there exists any of the events set forth in Article 26 of the Regulations Governing the Securities Firms.
- Where the issuer and its securities underwriter are enterprises within the same group.
The application and the Procedures for Review of Securities Listings referred to in paragraph 1 hereof will be formulated by the TWSE, and will take effect after they have been approved by and recorded with the Competent Authority.
Article 2-1
Unless it is a state-owned enterprise, any issuer applying for listing of Republic of China shares shall first have applied for registration of its stock as emerging stock and have had it traded on the GTSM for not less than 6 months, and have completed relevant procedures for dematerialized registration of the securities, before the TWSE will accept its listing application for processing.
The TWSE will accept for processing an initial application by a foreign issuer for a first-time listing of stock issued by the foreign issuer that is not listed on any overseas securities exchange or securities market ("a TWSE primary listing") only after that foreign issuer has first been under listing advisory guidance by the lead securities underwriter, or has applied for registration of its stock as emerging stock and had it traded on the GTSM, for not less than 6 months. Notwithstanding the foregoing, if there is any change of the lead securities underwriter during the period of listing advisory guidance, the period shall start to run again for a full 6 months, beginning with the date on which the new lead securities underwriter files for the listing advisory guidance.
A foreign issuer whose stock or depositary receipts already are or have been listed on any major overseas securities exchange or securities market and that is applying for a TWSE primary listing of its issued stock, or a GTSM primary listed company applying for a TWSE primary listing of its issued stock, may be exempted from the requirement in paragraph 2 that the foreign issuer shall first undergo listing advisory guidance by the lead securities underwriter or apply for registration of its stock as emerging stock and have it traded on the GTSM for not less than 6 months; provided that this paragraph shall not apply if the foreign issuer has been delisted from a major overseas securities exchange or securities market for over 6 months.
A foreign issuer that has passed the review of stock or depositary receipt listing at any major overseas securities exchange or securities market and that, within the period of validity following the passing of such review, applies for a TWSE primary listing of its issued stock may apply on a case-by-case basis to the TAIFEX to reduce the time period specified in paragraph 2 for which the foreign issuer must first undergo listing advisory guidance by the lead securities underwriter or apply for registration of its stock as emerging stock and have it traded on the GTSM, provided that the time period may be not less than 2 months, and the lead securities underwriter or the lead recommending securities firm may not be changed within such period.
A foreign issuer applying for primary listing of securities shall complete relevant procedures for dematerialized registration of the shares or depositary receipts before the TWSE will accept its listing application for processing. This requirement does not apply, however, if the laws or regulations of its country of registration contain a provision to the contrary.
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Where the listing of securities is approved, the TWSE shall enter into an Agreement for Listing with the entity which issues the securities and shall submit the Agreement for Listing to the Competent Authority for recordation, in accordance with Article 141 of the Securities and Exchange Act.
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Where an issuing company applying for the listing of its stock meets the criteria listed below, the TWSE will agree to list its stock:
- Duration of corporate existence: It has been incorporated and registered under the Company Act for at least 3 years at the time of the application for listing; provided, this restriction shall not apply to public (state-owned) enterprises or to privatized public enterprises.
- Amount of capital stock: At the time it applies for listing, its paid-in capital is NT$600 million or more and the number of shares of its publicly offered and issued common stock is 30 million shares or more.
- Profitability: The net income before tax in its financial reports meets either of the following criteria, and it does not have any accumulated deficit in the final accounting for the most recent fiscal year:
- The net income before tax for the most recent 2 fiscal years represents 6 percent or greater of the share capital stated on the financial report for the annual final accounts.
- The net income before tax for the most recent 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
- The net income before tax for the most recent 5 years represents 3 percent or greater of the share capital stated on the financial report for the annual final accounts.
- Dispersion of share ownership: The number of registered shareholders is 1,000 or more. Excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, the number of registered shareholders is at least 500, and the total number of shares they hold is 20 percent or greater of the total issued shares, or at least 10 million.
- An issuer listed in the food industry or whose income from catering business occupies at least 50% of its total operating income in the last fiscal year shall comply with the following:
- Establish a laboratory to engage in self-inspection.
- Deliver the raw materials, semi-finished products and finished products whose inspection is outsourced, to a laboratory or inspection institution certified or accredited by the Ministry of Health and Welfare, Taiwan Accreditation Foundation or an institution engaged by the Ministry of Health and Welfare, for inspection.
- Request a reasonable opinion from an independent specialist on its food safety monitoring plan, inspection cycle, items for inspection etc.
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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 or a cultural and creative enterprise, and the said issuing company meets the criteria listed below, the TWSE will agree to list its stock:
- At the time it applies for listing, its paid-in capital is NT$300 million or more and the number of shares of its publicly offered and issued common stock is 20 million shares or more.
- 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.
- It is recommended in writing by the securities underwriter.
- Its net worth in both its most recent financial report and in its financial report for the most recent fiscal year represents two-thirds or greater of the share capital stated on the financial report.
- The number of registered shareholders is 1,000 or more. Excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, the number of registered shareholders is at least 500.
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Where the issuing company applying for the listing of its stock is an important enterprise involved in national economic reconstruction projects which has been recognized and certified in writing by the authority in charge of the enterprise concerned and meets the following requirements, the TWSE will agree to list its stock:
- It is incorporated under the encouragement of the government, and 50 percent or greater of the total number of its issued shares as of the date of its application is held jointly by the Central Government or by the local autonomy organization(s) at the level of province (or municipality under direct jurisdiction of Executive Yuan) designated by the Central Government and the juristic person(s) with 50 percent or greater of its capital fund is contributed by the Central Government or the local autonomy organization(s) designated by the Central Government.
- Its paid-in capital is NT$1 billion or more at the time when it applies for listing.
- The dispersion of share ownership meets the criteria set forth inArticle 4, subparagraph 4 of these Rules.
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