| Article 4 |
A foreign issuer applying for a GTSM primary listing of common stock shall meet the following conditions:
1. 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, provided that if individuals, juristic persons, groups, or other institutions from the Mainland Area have direct or indirect shareholding or capital contribution exceeding 30 percent in, or effective control over, the foreign issuer, special-case permission shall be obtained from the competent authority; and the foreign issuer furthermore must have 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. Its total equity attributable to owners of the parent company as audited and attested by a CPA for the most recent period is equivalent to at least NT$100 million.
4. It has been incorporated and registered in accordance with foreign law for at least 2 full accounting years.
5. The financial reports prepared by the foreign issuer shall comply with the following requirements:
A. The content shall be stated in units of New Taiwan Dollars.
B. The Chinese language version shall govern; an English version may also be submitted in addition thereto.
C. The financial reports shall be prepared in accordance with international financial reporting standards recognized by the Competent Authority, US accounting standards, or the International Financial Reporting Standards.
D. It shall be produced using period-on-period comparison, and shall include balance sheets, statements of comprehensive income, cash flow statements, statements of changes in equity, and related notes. The notes to the financial report shall state which accounting principles are employed If they are prepared according to international financial reporting standards recognized by the Competent Authority, then Taiwan's Regulations Governing the Preparation of Financial Reports by Securities Issuers shall govern, provided that Article 24 thereof need not be applied. If they are not prepared according to international financial reporting standards recognized by the Competent Authority, then the differences in the disclosure of the period-on-period balance sheet and the comprehensive income statement titles with the international financial reporting standards recognized by the Competent Authority shall be disclosed, including any material discrepancies and the dollar amounts affected.
E. It shall have an audit (or review) report issued by two Taiwan CPAs approved by the Competent Authority to perform attestation of financial reports for public companies; or have been audited and attested (or reviewed) by an international accounting firm that has a cooperative relationship with the aforesaid CPAs, and have an audit (or review) report that is issued by the Taiwan CPAs and that does not make reference to audit (or review) work by any other accountant.
F. It shall be signed or stamped with the seal of the chairperson, managerial officers, and principal accounting officers, who shall also produce a declaration that the report contains no misrepresentations or nondisclosures.
G. In the audit (or review) report, the CPAs shall explain the accounting principles adopted by the foreign issuer and the differences between those principles and the international financial reporting standards recognized by the Competent Authority, and include an index to the notes, and shall expressly state that the report has been audited in accordance with Taiwan's Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards (or that the review work has been planned and executed in accordance with Statement of Auditing Standards No. 36: Engagements to Review Financial Statements).
H. If the stock has no par value or the par value per share is other than NT$10, in the application of the provision of Article 6 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers regarding 5 percent or more of paid-in capital, 2.5 percent of equity attributable to owners of the parent company shall be substituted; for the provision of Article 17 thereof regarding 20 percent or more of paid-in capital, 10 percent of equity attributable to owners of the parent company shall be substituted.
6. Based on the financial report prepared in accordance with the international financial reporting standards recognized by the Competent Authority, the net income before tax excluding net income (or loss) from non-controlling interests for the most recent fiscal year may not be less than the equivalent of NT$4 million, and furthermore, its ratio to the amount of equity attributable to owners of the parent company shall meet one of the following conditions:
A. reached 4 percent or higher in the most recent fiscal year, and after final accounting for the most recent fiscal year, there is no accumulated deficit.
B. reached 3 percent or higher in both of the most recent 2 fiscal years.
C. The average of the most recent 2 fiscal years is 3 percent or higher, and profitability in the most recent fiscal year is higher than that of the preceding fiscal year.
7. The company has, excluding company insiders and any juristic persons in which such insiders hold more than 50 percent of the shares, at least 300 registered shareholders, and the combined shareholdings those shareholders account for 20 percent or more of the total issued shares, or more than 10 million shares, of the applicant company.
8. The directors, supervisors, and the shareholders holding 10 percent or more of the total issued shares of the company shall carry out matters relating to placement in central custody and withdrawal from custody upon expiration for the entire amount of their shareholding in accordance with Article 5 of these Rules.
9. It is recommended in writing by two or more securities firms, provided, one of them shall be designated as the lead recommending securities firm, and the other(s) as co-recommending securities firm(s). The recommending securities firms shall sign an GTSM stock listing advisory contract with the foreign issuer. The foreign issuer shall continue to engage a lead recommending securities firm during the fiscal year of GTSM listing and the following 2 fiscal years to assist it with compliance with Taiwan's securities laws and regulations, the rules and bylaws public announcements of the GTSM, and the Foreign Issuer GTSM Primary Listing Contract (Attachment 5).
10.It shall have engaged a professional shareholder services agent within the territory of the Republic of China (ROC) to handle shareholder services.
11.Has appointed at least one litigious and non-litigious agent domiciled or residing within the territory of Taiwan; the primary duty of the agent is to facilitate effective delivery of documents between the GTSM and the foreign issuer, to notify it of matters requiring its action, and ensure its compliance with Taiwan's securities laws and regulations, the rules, bylaws, and public announcements of the GTSM, and the Foreign Issuer GTSM Primary Listing Contract, and related matters.
12.A period of not less than 6 months must have elapsed from the issuer's filing for GTSM-listing advisory guidance or from the trading of its stock on the emerging stock market, provided that if there is any change in the lead advisory securities firm or emerging-stock lead advisory recommending securities firm, the issuer shall receive the required advisory services from the new lead advisory securities firm or emerging-stock lead advisory recommending securities firm, and then a further period of not less than 1 months must elapse from the filing for advisory guidance or from the trading of its stock on the emerging stock market before it may submit its application for GTSM listing.
13.The issuer shall undertake that it will comply in the following matters:
A. Comply with the ROC Securities and Exchange Act and related laws, regulations, and policies.
B. 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.
C. GTSM-listed shares shall be delivered by book-entry transfer.
D. Important matters in connection with protection of shareholder equity, which shall be specified in the company's articles of incorporation or organizational documents.
E. The foreign issuer shall continue to engage a lead recommending securities firm during the fiscal year of GTSM listing and the following 2 fiscal years to assist it with compliance with Taiwan's securities laws and regulations, the rules and bylaws public announcements of the GTSM, and the Foreign Issuer GTSM Primary Listing Contract.
14.The laws of the Republic of China shall be the applicable law for the Foreign Issuer GTSM Primary Listing Contract 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.
15.A remuneration committee shall be established pursuant to Article14-6 of the Securities and Exchange Act and related regulations, which shall be applicable mutatis mutandis.
The professional shareholder services institution referred to in paragraph 1, subparagraph 10 shall have documents evidencing the following issued by the Taiwan Depository & Clearing Corporation (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.
When a foreign issuer applies for a GTSM primary listing and the issuer meets the conditions set out in any of the below-listed subparagraphs, the issuer may proceed in accordance with the provisions of that subparagraph, and thereby be exempted from the application of paragraph 1, subparagraph 12; provided that a foreign issuer that has submitted and obtained approval for its scheduled plan for the appointment of independent directors and reorganization of the board of directors shall, no later than by the time of the GTSM primary listing of the stocks, meet the requirement specified in Article 9, paragraph 1, subparagraph 5 hereto:
1. If a foreign issuer's stock has already traded on a main foreign securities market, when the foreign issuer applies for the GTSM primary listing, the period of not less than 6 months for filing of GTSM-listing advisory guidance or for trading on the emerging stock market is not required, provided that this subparagraph shall not apply if a period of more than 6 months has elapsed since termination of trading of the stock on the main foreign securities market.
2. If a foreign issuer's stock has already passed review for listing on a main foreign securities market, and the foreign issuer applies for a GTSM primary listing during the period of validity of passage of the listing review, the issuer may apply on a special-case basis for reduction of the period for filing of GTSM-listing advisory guidance or trading on the emerging stock market, provided that the period still may not be less than 2 months, and the lead advisory securities firm or emerging-stock lead advisory recommending securities firm may not be changed during the period.
If the foreign issuer obtains from the Ministry of Economic Affairs Industrial Development Bureau or the GTSM-designated professional institution an assessment opinion indicating that the company is a technology enterprise and has successfully developed products or technology with marketability ("technology enterprise"), it may be exempted from the provisions of paragraph 1, subparagraphs 4 and 6; provided that the foreign issuer shall, in the year of GTSM listing and the three subsequent fiscal years, continuously engage the lead recommending securities firm to assist it in complying with ROC securities acts and regulations, the GTSM bylaws, rules, and public announcements, and the GTSM primary listing contract of the foreign issuer, and its directors, supervisors, shareholders holding 5 percent or more of the total number of shares, and shareholders who have provided patent rights or technical know-how as capital contribution and hold a position in the company and moreover hold 0.5 percent or more of the shares or at least 100,000 shares, shall carry out the placement of their shares in centralized custody, withdrawal of shares from custody at expiration of the custody period, and related matters in accordance with paragraph 1, subparagraph 8.
When a foreign issuer applies for a GTSM primary listing of common stock, if, during the most recent 2 fiscal years, its operating revenue derived from construction business represents 40 percent or greater of its total operating revenue, or its gross profit derived from construction business represents 40 percent or greater of its total gross profit, or its operating revenue or gross profit derived from construction business is more than that derived from other business items, it shall be subject to the mutatis mutandis application of the GTSM Supplemental Directions for Applications by Construction Companies for GTSM Listing. However, the paid-in capital requirement under Article 2, paragraph 1, subparagraph 2 of those Supplemental Directions shall be calculated instead on the basis of equity attributable to owners of the parent company, and the imputed profitability calculation under Article 2, paragraph 1, subparagraph 6 thereof shall be replaced instead by the conditions set out in paragraph 1, subparagraph 6 of the present Article. The foreign issuer may be exempted from the requirements of Article 3, paragraph 1, subparagraphs 1 to 3 of those Supplemental Directions if the construction company and the foreign issuer are not related parties, and the foreign issuer has established complete internal control systems and tender procedures for contracting projects out, and the payment terms comply with usages of trade. |