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Title: Taiwan Stock Exchange Corporation Operational Procedures for Review of Taiwan Depositary Receipt Listings
Date: 1997.09.03 ( Announced )
Date: 1997.09.03 ( Amended )

Article Content

 
1     These Procedures are adopted pursuant to Article 2, paragraph 2 of the TWSE Rules Governing Review of Taiwan Depositary Receipt Listings.
2     Except as otherwise provided by law or regulation, review by the TWSE of any application to list Taiwan Depositary Receipts shall be conducted in accordance with these Procedures. If there is a change to any article of law or regulation on which any provision in these Procedures is based, the new provision shall govern.
3     A foreign issuer and its depository institution that applies to list Taiwan Depositary Receipts shall do so in accordance with TWSE regulations by submitting a listing application specifying the required information, together with the required documentation, to the TWSE, where mail department personnel will sign to confirm receipt. After registration and assignment of a case number, the application will be forwarded to a case handling unit for processing. The case handling unit shall assign a specific employee to handle each application in the order of its receipt. After receiving the case, the case handler shall immediately sign the case handling unit's registration ledger to confirm receipt, shall appropriately store the application documents and attachments, and shall notify the competent authority in writing.
4     After accepting an application for Taiwan Depositary Receipt listing, the TWSE case handler shall commence a document review of the application and its attachments. Review guidelines, procedures, and deadlines are as follows:
  1. Application documents:
    1. Check whether the documents have been submitted in full, fill in the "Document Checklist for Applications to List Taiwan Depositary Receipts" (Attachment 1), and submit it for higher level review. If the documents have not been submitted in full, request that the applicant make the necessary supplementations within a prescribed period of time. Where supplementation is not made within the period, issue a rejection notice, and send a copy to the competent authority.
    2. Check whether the issuance plan for depositary receipts specifies all the information required by the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers ("the Regulations") issued and implemented by the Securities and Exchange Commission, Ministry of Finance, and fill in the "Checklist for Issuance Plan for Depositary Receipts" (Attachment 2).
    3. Check whether the deposit contract entered into by the foreign issuer and the depository institution specifies all the information required by the Regulations, and an ROC attorney has issued a signed opinion, and fill in the "Checklist for Deposit Contract" (Attachment 3).
    4. Check whether the custody contract or other documents entered into by the depository institution and the custodian institution specifies all the information required by the Regulations, and an ROC attorney has issued a signed opinion, and fill in the "Checklist for Custody Contract or Other Documents" (Attachment 4).
    5. Check whether the prospectus specifies all the information required by the Regulations, and an ROC attorney has issued a signed opinion, and fill in the "Checklist for Prospectus" (Attachment 5).
    6. Check whether the Securities Underwriter's Evaluation Report specifies in detail all the information as required by the TWSE Directions for the Particulars to be Specified in the Securities Underwriter's Evaluation Report for Offering and Issuing of Taiwan Depositary Receipts, as issued and implemented by the Securities and Exchange Commission, Ministry of Finance, and fill out the "Checklist for Securities Underwriter's Evaluation Report" (Attachment 6).
    7. Check whether the Taiwan Depositary Receipts specify all the information as required by the Regulations, and have been signed by the depository institution and certified by the certification agent, and fill in the "Checklist for Depositary Receipts" (Attachment 7).
    8. After completion of the relevant checklist with respect to the review under the preceding points (ii) to (vii), the case handler shall submit them for higher level review. If the review reveals omission or incomplete disclosure of any required information, the applicant shall be requested to supplement the information within a prescribed period of time. If the applicant fails to make the supplementation within that period, a notice of rejection shall be issued, with a copy sent to the competent authority.
  2. Listing requirements under the TWSE Rules Governing Review of Taiwan Depositary Receipt Listings:
    1. Check, based on the listing application and attached documents, whether the listing requirements of each subparagraph of Article 3 of the TWSE Rules Governing Review of Taiwan Depositary Receipt Listings are met, fill out the Listing Requirements Review Form (Attachment 8), and submit it for higher level review.
    2. After document review confirms that the application documents are complete and meet the listing requirements, and higher level review uncovers no defect, the TWSE will issue a listing approval letter, to be used by the issuer for its application to the competent authority to publicly issue depositary receipts. The listing approval letter shall include the following statement: "The TWSE approves the listing of the depositary receipts to be issued, contingent upon approval by the competent authority of the application to issue the depositary receipts, and further contingent upon the post-issuance shareholding dispersion data indicating compliance with listing requirement 2. Where no application for public issuance is submitted to the competent authority within 30 days from the issuance of this listing approval letter, this letter shall be void."
    3. The TWSE case-handling departments shall compile a monthly report on listing approval letters issued in response to applications to list depositary receipts, and submit it to the board of directors.
  3. Review Period:
    The TWSE case handler shall, within 10 business days from the date of accepting the application to list Taiwan depositary receipts, complete the review as in the referenced Attachments 1 to 8, and submit the application for higher level review. Notwithstanding the above, under special circumstances the case handler may file for approval of an extended review period.
5     A foreign issuer and its depository institution shall, following the approval by the competent authority to issue Taiwan depositary receipts, or the completion of underwriting, submit relevant information to the TWSE according to the deadlines listed below: (1) Within three days after the competent authority's approval of the issuance, submit a photocopy of the approval letter. The TWSE will then mail the listing application and attachments, together with the aforementioned review information (Attachments 1 to 8) and a signed listing contract, to the competent authority for examination and approval, with notifications sent by letter to each securities firm and other relevant units advising them to conduct pre-listing preparations. (2) Within three days after underwriting is completed, submit the Taiwan depositary receipts holder's Shareholding Dispersion Chart (Attachment 9) and set a date for listed trading, which shall be not less than five business days after the date of the mailing.
    If the TSEC case handler finds upon review that listing requirements are met, a public announcement will be made accordingly and a report filed by letter with the competent authority for recordation. If the case handler finds upon review that listing requirements are not met, the relevant documents shall be submitted by letter to the competent authority for handling.
6
  1. Where a foreign issuer and its depository institution apply for the listing of depositary receipts issued in connection with a capital increase by cash, earnings, or capital reserve, and the depositary receipts have rights and obligations identical with those of Taiwan depositary receipts already listed, the case handler may, after having inspected the supporting documents, publicly announce the listing.
  2. Where a foreign issuer and its depository institution apply for the re-issuance and listing within the amount of original issuance of those depositary receipts which are reported on a monthly basis to have been previously redeemed and which carry the same rights and obligations as those of the Taiwan depositary receipts already listed, the case handler shall, after receiving the Monthly Statement of the Liquidity and Redemption of Taiwan Depositary Receipts, publicly announce the listing thereof pursuant to Article 4 of the Rules Governing Review of Taiwan Depositary Receipt Listings.
7     The TWSE case-handling departments shall compile a monthly report on the listing of Taiwan depositary receipts and submit it a meeting of the board of directors, and then file it with the competent authority for recordation within 10 days after the meeting of the board of directors.
8     These Procedures, and any amendments hereto, shall be implemented after approval and recordation by the competent authority.