The Rules of Foreign Issuers to List in Taiwan
A. The Listing Types:
Foreign issuers that have not listed their shares on any other foreign stock exchanges applying for listing shares on Taiwan Stock Exchange.
B. Restrictions on Qualification:
According to relevant provisions in the Act Governing Relations between the People of the Taiwan Area and the Mainland Area, a foreign issuer intending to list in Taiwan shall comply with the following provisions:
(1) If the foreign issuer was incorporated in mainland China, it may not seek a primary listing in Taiwan. However, it may have an offshore holding company apply for the primary listing in Taiwan.
(2) If 30% or more of the shares or capital of a foreign issuer incorporated in a third jurisdiction is directly or indirectly held by mainland Chinese persons or legal entities, organizations or any other institutions from mainland China, or any shareholder with significant influence over such foreign issuer is a mainland
Chinese person, or legal entities, organizations or any other institutions from mainland China, this foreign issuer would be reviewed on a special project basis by the competent authority.
C. Utilization of Capital Raised:
According to the "Regulations Governing the Offering and Issuance of Securities by Foreign Issuers", the capital raised by a foreign issuer may be used for direct or indirect investment in mainland China.
D. Duration of Corporate Existence:
General Enterprise: The foreign issuer or any of its controlled companies shall have at least three years' business records.
Technology Enterprise: The foreign issuer or its controlled company which is a technology company shall have the business records for one or more fiscal
years.
Controlled company means any of the following :
(1) A company in which the foreign issuer directly holds more than 50 percent of the issued voting shares or has contributed more than 50 percent of the capital.
(2) A company in which the foreign issuer, indirectly through a subsidiary company, holds more than 50 percent of the issued voting shares or has contributed more than 50 percent of the capital.
(3) A company in which the foreign issuer either directly, or indirectly through a subsidiary company, holds more than 50 percent of the issued voting shares or has contributed more than 50 percent of the capital.
(4) A company of which a foreign issuer directly or indirectly elects or appoints more than half of the directors for the board of directors.
E. Company Size:
At least one of the following requirements shall be met:
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|
General Enterprise |
Technology Enterprise |
|
Paid-in Capital or Net worth |
NT$ 600,000,000 or more |
NT$ 300,000,000 or more |
|
Market Capitalization |
NT$1,600,000,000 or more |
NT$ 800,000,000 or more |
F. Profitability and Others:
|
General Enterprise |
Technology Enterprise |
|
The cumulative net income before tax for the most recent three fiscal years of the foreign issuer is NT$250 million or higher, and the net income before tax for the most recent fiscal year is NT$120 million or higher and the foreign issuer has no accumulated deficits. |
At the time of listing application, the net worth on the most current financial report of the company shall not be lower than 2/3 of the capital and the working capital is sufficient to operate the business for 12 months after the listing. For a foreign issuer who issues stocks that have no par value or the par value is not NT$10, net worth of the company shall not be lower than 2/3 of the sum of capital plus capital reserve – premiums over the par value. |
G. Dispersion of Shareholding:
The requirement set forth in this category need not to be met at the time of submissions of the application, but shall be met before listing.
Regardless of the shareholding dispersion, the applicant shall, prior to the primary listing, appoint an underwriter to conduct the public offering of at least 10% of the shares to be listed, to increase its capital by issuing new shares and preserve the shares to be subscribed by the employees as stipulated in the articles of incorporation, have the securities underwriters engage in the pre-listing public sale in accordance with Paragraph 1, Article 71 of the Securities and Exchange Act, regulating the underwriting of securities (on a firm commitment basis). However, in the event that the number of shares subject to the underwriting for public offering is more than 20 million, the issuer may conduct a public offering for not less than 20 million shares.
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General Enterprise |
Technology Enterprise |
|
The number of holders of registered shares shall be 1,000 or more. Also, shareholders, other than insiders of the company and judici al entities whose shares are held by t hose i nsi de rs wi th more t ha n 50% shareholding shall not be less than 500, and the total number of shares they hold shall be 20 percent or greater of the total outstanding shares, or at least 10 million. |
The number of holders of registered shares shall be 500 or more. Also, shareholders, other than insiders of the company and judicial entities whose shares are held by those insiders with m o r e t h a n 5 0 % sh a r e h o l d i n g sh a l l hold 20 percent or greater of the total outstanding shares, or at least 5 million. |
