| 34 |
XXXIV. After accepting an application for GTSM trading of securities of a foreign issuer, the GTSM shall commence a document review of the application and its attachments. Guidelines, procedures, and deadlines for the document review are as follows:
1. For cases in which foreign issuers and their appointed depository institutions apply for the prospective issuance of TDRs for GTSM trading:
(1) The application form:
(i) Applications shall be examined to ascertain that a full set of documents has been submitted, and an "Application Checklist for GTSM Trading of TDRs" (Appendix 11) filled out and sent to higher levels for re-inspection. Applicants failing to submit full documentation shall be requested to supplement the necessary documents within a specific period; where documents are not supplemented within the given period, a notice of rejection shall be issued, with a copy to the competent authority.
(ii) The TDR issuance plan shall be examined to ascertain that full disclosure has been made in compliance with the Criteria for the Offering and Issuance of Securities by Foreign Issuers ("the Criteria") as promulgated and enforced by the competent authority, and a "TDR Issuance Plan Checklist" (Appendix 12) filled out.
(iii) The deposit contract between the foreign issuer and the depository institution shall be examined to ascertain that full disclosure has been made in compliance with the Criteria. An ROC attorney shall issue a signed opinion, and a "Deposit Contract Checklist" (Appendix 13) filled out.
(iv) The custody contract, or other document, signed between the depository institution and the custodial institution shall be examined to ascertain that full disclosure has been made in compliance with the Criteria. An ROC attorney shall issue a signed opinion, and a "Custody Contract (or Other Document) Checklist" (Appendix 14) shall be filled out.
(v) The public prospectus shall be examined to ascertain that full disclosure has been made in compliance with the Criteria. An ROC attorney shall issue a signed opinion, and a "Public Prospectus Checklist" (Appendix 15) shall be filled out.
(vi) The securities underwriter's assessment report and working papers shall be examined to ascertain that full and detailed disclosure has been made in compliance with the Guidelines for Information to be Published in Assessments of Securities Underwriters for Offering and Issuance of Securities by Foreign Issuers as adopted by the Taiwan Securities Association, and that the Underwriter's Assessment Report Checklist (Appendix 16) has been filled out.
(vii) The legal opinion and checklist of legal issues furnished by an ROC attorney in accordance with the requirements of the competent authority shall be examined, and the Legal Review Operations Checklist (Appendix 17) shall be filled out.
(viii) Each of the items under (ii) through (vii) above shall be submitted to higher levels for re-inspection after completion of inspection by case-handling personnel. Where inspection discovers failure to disclose or incomplete disclosure, the applicant shall be requested to supplement the necessary items within a specified time period. Where items are not supplemented within the given period, a notice of rejection shall be issued, with a copy to the competent authority.
(2) The conditions for GTSM trading of Taiwan Depository Receipts provided in the Foreign Security Review Rules:
(i) On the basis of the application and attachments submitted, the application shall be inspected for compliance with the conditions for GTSM trading under each subparagraph of Article 27 of the GTSM Foreign Security Review Rules. A "GTSM Trading Conditions Checklist" (Appendix 18) shall be filled out, and the application submitted to higher levels for re-inspection.
(ii) After the review by the Administration Department, except where the application is rejected by the GTSM, the GTSM shall submit the GTSM trading contract for the competent authority’s approval, and, following effective registration with the competent authority, announce the GTSM trading.
(iii) The GTSM shall compile and submit monthly reports to the board of directors on the submission of the GTSM trading contracts for the competent authority’s examination.
(3) Review period:
Within 10 business days from the date of receipt of an application for trading of TDRs, the GTSM shall complete review in accordance with the checklists in Appendices 11-18 above and submit the application to higher administrative levels for re-review, provided that under exceptional circumstances, an application may be filed for approval of an extension.
(4) Appeal
(i) For a case rejected by the GTSM, the applicant company may, within 20 days from the date of issuance of the rejection notice, file an appeal to the GTSM.
(ii) The applicant company’s appeal statement shall be limited solely to the determination of whether the cause for rejection is faulty.
(iii) If the appeal case is found by a resolution to be without merit, the GTSM shall reject the appeal; if the appeal is found to have merit, the GTSM trading contract shall be submitted for the competent authority’s approval pursuant to paragraph 1, subparagraph (2), item (ii) of this Article.
2. Applications by foreign issuers for GTSM secondary listings
(1) The application form:
(i) Applications shall be inspected to ascertain that a full set of documents has been submitted, and an "Application Checklist for GTSM Secondary Listing of Foreign Stocks" (Appendix 19) filled out and sent to higher levels for re-inspection. Applicants failing to submit full documentation shall be requested to supplement the necessary documents within a specific period; where documents are not supplemented within the given period, a notice of rejection shall be issued, with a copy to the competent authority.
(ii) The stock issuance plan shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria, and a "Stock Issuance Plan Checklist" (Appendix 20) filled out.
(iii) The agency contract between the foreign issuer and its local agent shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria. An ROC attorney shall issue a signed opinion, and an "Agency Contract Checklist" (Appendix 21) filled out.
(iv) The custody contract, or other document, signed between the depository institution and the custodial institution shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria. An ROC attorney shall issue a signed opinion, and a "Custody Contract (or Other Document) Checklist" (Appendix 22) shall be filled out.
(v) The public prospectus shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria. An ROC attorney shall issue a signed opinion, and a "Public Prospectus Checklist" (Appendix 23) filled out.
(vi) The underwriter's assessment report and working papers shall be inspected to ascertain that full disclosure has been made in compliance with the Guidelines for Information to be Published in Assessments of Securities Underwriters for Offering and Issuance of Securities by Foreign Issuers. An "Underwriter's Assessment Report Checklist" (Appendix 24) shall be filled out.
(vii) The legal opinion and checklist of legal issues, furnished by an ROC attorney in accordance with the requirements of the competent authority shall be examined and the Checklist for the Review Operations of Legal Issues (Appendix 17) shall be filled out.
(viii) Each of the items under (ii) through (vii) above shall be submitted to higher levels for re-inspection after completion of inspection by case-handling personnel. Where inspection discovers failure to disclose or incomplete disclosure, the applicant shall be requested to supplement the necessary items within a specified time period. Where items are not supplemented within the given period, a notice of rejection shall be issued, with a copy to the competent authority.
(2) GTSM terms and conditions for GTSM secondary listing, as prescribed in the GTSM Foreign Security Review Rules:
(i) On the basis of the application and attachments submitted, the application shall be inspected for compliance with the conditions for GTSM trading listed in each subparagraph of Article 24 of the GTSM Foreign Security Review Rules. A "GTSM Trading Conditions Checklist" (Appendix 25) shall be filled out, and the application submitted to higher levels for re-inspection.
(ii) After the review by the Administration Department, unless the application is rejected by the GTSM, the GTSM shall submit the GTSM trading contract for the competent authority’s approval, and, following effective registration with the competent authority, announce the GTSM trading..
(iii) GTSM shall compile and submit monthly reports to the board of directors on the submission of the Contract for GTSM Secondary Listing of Stock of a Foreign Issuer for the competent authority’s examination..
(3) Review period:
Within 10 business days from the date of receipt of an application for GTSM secondary listing of foreign stocks, the GTSM shall complete review in accordance with the checklists in Appendices 19-25 above and submit the application to higher administrative levels for re-review, provided that under exceptional circumstances, a report may be filed for approval of an extension of the period.
(4) Appeal
(i) For a case rejected by the GTSM, the applicant company may, within 20 days from the date of issuance of the rejection notice, file an appeal to the GTSM.
(ii) The applicant company’s appeal statement shall be limited solely to the determination of whether the cause for rejection is faulty.
(iii) If the appeal case is found by a resolution to be without merit, the GTSM shall reject the appeal; if the appeal is found to have merit, the GTSM trading contract shall be submitted for the competent authority’s approval pursuant to paragraph 2, subparagraph (2), item (ii) of this Article.
3. Applications for trading of bonds by foreign issuers:
(1) Public announcement of GTSM trading of bonds issued by foreign governments or international organizations may be made upon receipt of a letter of notification from the Competent Authority.
(2) Applications by a foreign issuer for GTSM trading of its issued bonds:
(i) The application form:
(a) Applications shall be inspected to ascertain that a full set of documents has been submitted, and an "Application Checklist for GTSM Trading of Foreign Bonds" (Appendix 26) filled out and sent to higher levels for re-inspection. Applicants failing to submit full documentation shall be requested to supplement the necessary documents within a specific period; where documents are not supplemented within the given period, a notice of rejection shall be issued, with a copy to the competent authority.
(b) The bond issuance plan shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria, and a "Bond Issuance Plan Checklist" (Appendix 27) filled out.
(c) The agency contract between the foreign issuer and its local agent shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria. An ROC attorney shall issue a signed opinion, and an "Agency Contract Checklist" (Appendix 28) filled out.
(d) The public prospectus shall be inspected to ascertain that full disclosure has been made in compliance with the Criteria, and a "Public Prospectus Checklist" (Appendix 29) filled out.
(e) Each of the items under (b) through (d) above shall be submitted to higher levels for re-inspection after completion of inspection by case-handling personnel. Where inspection discovers failure to disclose or incomplete disclosure, the applicant shall be requested to supplement the necessary items within a specified time period. Where items are not supplemented within the given period, a notice of rejection shall be issued, with a copy to the competent authority.
(ii) GTSM terms and conditions for GTSM trading of foreign bonds, as prescribed in the GTSM Foreign Security Review Rules:
(a) On the basis of the application and attachments submitted, the application shall be inspected to ascertain whether it complies with the conditions for GTSM trading listed in each subparagraph of Article 34 of the GTSM Foreign Security Review Rules. a "GTSM Trading Conditions Checklist" (Appendix 30) shall be filled out, and the application submitted to higher levels for re-inspection.
(b) After document review confirms that a complete set of application documents has been submitted, and are in compliance with the conditions for GTSM trading, and this is checked and found to be without error in review at higher levels, applications for GTSM trading of bonds denominated in New Taiwan Dollars will first be issued a letter of consent for GTSM trading by the GTSM, stating, "Contingent upon the Competent Authority's approval of the application to issue bonds, the GTSM gives consent for GTSM trading of the bonds issued by the applicant. Where no application for public issuance is made to the competent authority within 30 days from the issuance of this letter, this consent letter shall be void." This letter is issued for purposes of submitting the application for public issuance of bonds to the Competent Authority.
(c) GTSM's case-handling department shall compile and submit monthly reports to the board of directors on approval letters issued in applications for trading of foreign bonds.
(iii) Review period:
(a) Within 10 business days from the date of receipt of a foreign issuer's application for trading of bonds, the GTSM shall complete review in accordance with the checklists in Appendices 26-30 above and submit the application to higher administrative levels for re-review, provided that under exceptional circumstances, an application may be filed for an extension.XXXIV. After accepting an application for GTSM trading of securities of a foreign issuer, the GTSM shall commence a document review of the application and its attachments. Guidelines, procedures, and deadlines for the document review are as follows:
1. For cases in which foreign issuers and their appointed depository institutions apply for the prospective issuance of TDRs for GTSM trading:
(1) The application form:
(i) Applications shall be examined to ascertain that a full set of documents has been submitted, and an "Application Checklist for GTSM Trading of TDRs" (Appendix 11) filled out and sent to higher levels for re-inspection. Applicants failing to submit full documentation shall be requested to supplement the necessary documents within a specific period; where documents are not supplemented within the given period, a notice of rejection shall be issued, with a copy to the competent authority.
(ii) The TDR issuance plan shall be examined to ascertain that full disclosure has been made in compliance with the Criteria for the Offering and Issuance of Securities by Foreign Issuers ("the Criteria") as promulgated and enforced by the competent authority, and a "TDR Issuance Plan Checklist" (Appendix 12) filled out.
(iii) The deposit contract between the foreign issuer and the depository institution shall be examined to ascertain that full disclosure has been made in compliance with the Criteria. An ROC attorney shall issue a signed opinion, and a "Deposit Contract Checklist" (Appendix 13) filled out.
(iv) The custody contract, or other document, signed between the depository institution and the custodial institution shall be examined to ascertain that full disclosure has been made in compliance with the Criteria. An ROC attorney shall issue a signed opinion, and a "Custody Contract (or Other Document) Checklist" (Appendix 14) shall be filled out.
(v) The public prospectus shall be examined to ascertain that full disclosure has been made in compliance with the Criteria. An ROC attorney shall issue a signed opinion, and a "Public Prospectus Checklist" (Appendix 15) shall be filled out.
(vi) The securities underwriter's assessment report and working papers shall be examined to ascertain that full and detailed disclosure has been made in compliance with the Guidelines for Information to be Published in Assessments of Securities Underwriters for Offering and Issuance of Securities by Foreign Issuers as adopted by the Taiwan Securities Association, and that the Underwriter's Assessment Report Checklist (Appendix 16) has been filled out.
(vii) The legal opinion and checklist of legal issues furnished by an ROC attorney in accordance with the requirements of the competent authority shall be examined, and the Legal Review Operations Checklist (Appendix 17) shall be filled out.
(viii) Each of the items under (ii) through (vii) above shall be submitted to higher levels for re-inspection after completion of inspection by case-handling personnel. Where inspection discovers failure to disclose or incomplete disclosure, the applicant shall be requested to supplement the necessary items within a specified time period. Where items are not supplemented within the given period, a notice of rejection shall be issued, with a copy to the competent authority.
(2) The conditions for GTSM trading of Taiwan Depository Receipts provided in the Foreign Security Review Rules:
(i) On the basis of the application and attachments submitted, the application shall be inspected for compliance with the conditions for GTSM trading under each subparagraph of Article 27 of the GTSM Foreign Security Review Rules. A "GTSM Trading Conditions Checklist" (Appendix 18) shall be filled out, and the application submitted to higher levels for re-inspection.
(ii) After the review by the Administration Department, except where the application is rejected by the GTSM, the GTSM shall submit the GTSM trading contract for the competent authority’s approval, and, following effective registration with the competent authority, announce the GTSM trading.
(ii |