Professional Documents
Culture Documents
Disclaimer
1. Although Taiwan Stock Exchange ("TWSE") has taken
all reasonable measures to ensure the accuracy and
completeness of this document, it cannot guarantee that
there is no omission or error in the information provided.
With more and more enterprises operating business yield. Furthermore, Taiwan has many high-tech company
globally, companies will select the stock exchange that clusters in Taiwan, and many of them are the world leading
provides the most favorable treatment for listing, and such manufacturers. Many high-tech foreign companies may
a stock exchange may not be the local one. Accordingly, establish a closer access to the suppliers or customers by
competition among stock exchanges worldwide has being listed in Taiwan since dozens of Taiwanese products
intensified and stock exchanges have been actively enjoy world market lions shares. In addition, local players
repositioning themselves for international fundraising. in certain traditional industries, also perform well in terms
of P/E ratio and turnover rate, and are popular among
Located in the center of the Asia–Pacific region, Taiwan foreign investors.
is the most convenient gateway for multinationals to enter
into the Mainland China market, and has the advantage of In the past, Taiwan's cross-strait policies were highly
being the most obvious beneficiary in the world to enjoy restrictive. Various restrictions were imposed on air and
the "China Approach". Further, Taiwan is an important sea transportation, remittances of funds, investment in
connecting air routes point between Eastern Asia and North mainland China, and Mainland Chinese investment in
America: the average flight time from Taipei to each of the Taiwan, etc., slowing down cross-strait trade growth and
seven largest cities in Western Pacific is less than 3 hours. travel. Currently, most of these restrictions have been
lifted, including limits on the remittance of funds and caps
The capital market of Taiwan is competitive, with on outward investment into Mainland China. Further,
high liquidity, high P/E ratio, and favorable dividend in order to make the capital markets of Taiwan more
Preface
competitive globally, the competent authority of Taiwan has on investor protection and to assist foreign companies raise
approved companies listed on the Hong Kong Exchange funds in Taiwan. In addition, TWSE has committed to
(where many Taiwanese-owned companies are listed) may expand investment targets for creating a global fundraising
apply for secondary listing in Taiwan, and now almost all and trading platform. Promoting TDRs is the current focus
major stock exchanges around the world are included. In of TWSE and this manual supports this.
the future, more restrictions will be lifted.
I The Pre-Listing Preparation
10 11
II
The Listing Rules
(1) The Listing Types
(2) Restrictions on Qualification
(3) Restrictions on Capital Raised
(4) Company Scale
(5) Profitability
(6) Dispersion of shareholdings
(7) Other Issues
12 13
II The Listing Rules
(1) The Listing Types can not apply for a secondary listing in Taiwan if he is
Foreign issuers with securities listed on foreign stock registered in Mainland China.
exchanges may apply for approval to have their TDRs listed
(3) Restrictions on Capital Raised
on TWSE. According to the Article 7 of the Regulations Governing
Chart for the Application for TDR Listing the Offering and Issuance of Securities by Foreign
Custodian Securities Issuers amended on August 14, 2008, the capital
Foreign Issuer Deposit securities (stock)
Institution
raised by foreign issuers in Taiwan may be used for direct
or indirect investments in Mainland China. In addition,
En
te
Enter into Enter into indirectly invested in Mainland China by foreign issuers.
de
po
underwriting custody
si t
ar
Lead Depositary
Underwriter Institution (4) Company Scale
General Company Technology Company
Area ("Law Governing Relations") and a proposal made by At the time of application At the time of application
for listing, the shareholders’ for listing, the shareholders’
the Financial Supervisory Commission ("FSC") as of July equity stated on the financial equity stated on the financial
Shareholders’
report audited and certified report audited and certified
31, 2008 to lift the restrictions on foreign issuers listing in equity
by a CPA for the most recent by a CPA for the most recent
Taiwan and to relax the restrictions on Mainland Chinese period shall be the equivalent period shall be the equivalent
of NT$600 million or more. of NT$300 million or more.
investments in the Taiwan stock market, a foreign issuer
14 15
II The Listing Rules
16 17
II The Listing Rules
18 19
III
The Review and Application Process
(1) Fill in the Application Form for TDR Listing
(2) Review of Documents by TWSE
(3) Review of Documents by Central Bank
(4) TWSE Issues a Listing Approval Letter
(5) File an Effective Registration to the
Competent Authority
(6) Conduct Public Issuance
(7) Submit the Chart of Dispersion of
Shareholding and Schedule the Listing Date
(8) Submit a Letter Applying for the Listing
(9) Listing Ceremony Held by TWSE
20 21
The Review and
III Application Process
III. The Review and Application Process (1) Fill in the Application Form for TDR Listing
The foreign issuer and its ROC depositary institution or
Flowchart for Listing Application agent institution should fill in and submit the "Application
Fill in the listing Form for TDR Listing3 " with other required documents to
application form
12 business days
10 business days
File an effective registration Within 7 business (3) Review of Documents by Central Bank
with the Competent Authority days In principle, Central Bank will review the application
simultaneously with TWSE by adopting the parallel review
Conduct public 3 months (a 3- process. Therefore, for a foreign issuer applying for listing,
issuance months extension
is allowed) it may submit application documents to Central Bank and
TWSE at the same time. The Central Bank will complete
Submit the chart of dispersion the review and issue an approval letter within 12 business
of shareholding and schedule Within 3 days
the listing date days if all required documents are duly submitted.
22 23
The Review and
III Application Process
application, stating that "TWSE approves the listing of (7) Submit the Chart of Dispersion of Shareholding
TDR application provided that the effective registration of and Schedule the Listing Date
the competent authority is obtained and the dispersion of The foreign issuer and its agent or depositary institution
shareholding at the completion of issuance meets the listing should submit the "chart of dispersion of shareholding for
criteria. This approval letter will cease to be effective if the the holders of TDR" within 3 days after the underwriting
issuer doesn't apply for the public issuance to the competent is completed. Also, the foreign issuer should schedule the
authority within 30 days from the date this approval letter is listing date with TWSE.
issued."
(8) Submit a Letter Applying for the Listing
(5) File an Effective Registration to the Competent The issuer should submit a letter to apply for the listing
Authority 3 days prior to the listing and TWSE will make a listing
With the approval letters issued by Central Bank and announcement.
TWSE, the issuer should apply for an effective registration
(9) Listing Ceremony Held by TWSE
to the competent authority within 30 days. The waiting
TWSE will hold a listing ceremony on the listing day.
period for the effective registration is 7 business days.
24 25
IV
Q&A
26 27
IV Q&A
IV. Q&A and Article 4-1 of the Income Tax Law (concerning the
suspension of imposition of capital gain tax) will be
applicable.
Taxation
2. Additionally, the capital gain of a profit-seeking
Question 1:
enterprise is still subject to alternative minimum tax
What is the applicable securities transaction tax rate on
("AMT") under the Alternative Minimum Tax Law
the sale of shares in a foreign issuer listed on TWSE or
("AMTL").
GreTai Securities Market ("GTSM")?
Answer:
According to the letter dated November 19, 1992 Use of Capital
issued by the Ministry of Finance (Ref. No.: Tai-Tsai- Question 1:
Shui-811672688), transactions involving transfer of Are the foreign issuers allowed to use the capital raised
TDRs are subject to a 0.1% securities transaction tax in in Taiwan for direct or indirect investment in Mainland
accordance with Item 2, Article 2 of the Act Governing China? Is there any restriction on the amount of
the Securities Transaction Tax ("RGSTT"). investment?
Answer:
Question 2: According to the Article 7 of the Regulations Governing
What is the capital gain tax on the sale of shares in a the Offering and Issuance of Securities by Foreign
foreign issuer? Securities Issuers amended on August 14, 2008, the
Answer: capital raised by a foreign issuer in Taiwan may be used
According to the letter dated September 23, 2008 for direct or indirect investment in Mainland China. In
from the Taxation Agency, Ministry of Finance to the addition, there is no restriction on the amount that can
Securities and Features Bureau, generally: be directly or indirectly invested in Mainland China by
1. Any gain or loss from the sale of shares in a foreign foreign issuers. Commitment Letter Form A and Form B
issuer by a profit-seeking enterprise or an individual for TDR application have been abolished on September
is considered as ROC-sourced income under Article 8 25, 2008.
28 29
IV Q&A
30 31
IV Q&A
32 33
IV Q&A
Answer: Others
1. According to the Checklist Regarding Offering and
Question 1:
Issuing Securities by Foreign Securities Issuers
Can TDRs be the securities underlying the stock option
stipulated by the FSC: (1) the annual financial reports
warrant issued by a foreign issuer to its employees?
should be disclosed in accordance with the laws and
Answer:
regulations in the country where the foreign issuer is
In principle, it is permissible for TDRs to be the
registered or the securities are listed. However, the
securities underlying the stock option warrants issued
report and announcement should be made within 6
by a foreign issuer to its employees. The measures
months of the end of every fiscal year. (2) The semi-
for issuance of and subscription for the stock option
annual, the first and the third quarter report should be
warrants should be subject to the regulations of the
prepared in accordance with the laws and regulations
foreign country, but the effects of the measures on the
of the country where the foreign issuer is registered or
shareholders' rights and interest should be taken into
the securities are being listed. (3) The annual report
account.
should be subject to the reporting deadline required
by the competent authority, securities exchange or the
securities market of the country of the foreign issuer
or where the securities are listed. The electronic file of
the annual report should be uploaded within 20 days
after the annual general meeting of shareholders.
2. Material information should be publicly announced
in accordance with the Procedures for Verification and
Disclosure of Material Information of Listed Foreign
Securities stipulated by TWSE.
34 35
V
Promotion and Education
(1) Enhance Information Transparency
(2) Reinforce Investor Promotion and
Education
(3) Increase Derivative Products
36 37
Promotion and
V Education
TWSE has made efforts to stimulate the TDR trading require issuers to disclose and file more information and to
market by focusing on enhancing information transparency, improve the interface for investors to search information.
reinforcing investor promotion and education, and
increasing derivative products, etc. (2) Reinforce Investor Promotion and Education
To increase the public exposure and visibility of foreign
issuers, TWSE plans to hold listing ceremonies and investor
TDR conference for foreign issuers as TWSE currently does for
the listed companies. Additionally, TWSE will assist in
fostering the ties between institutional investors and foreign
Market Information
issuers to make investors more familiar with issuers. As
Derivatives
Stimulation Transparency to individual investors, TWSE plans to implement investor
education, to enhance risk disclosure, and to establish
information access channels.
Investor
Promotion and
Education (3) Increase Derivative Products
Trading in the TDR market will be stimulated as a result
of increasing the variety of products available to investors.
(1) Enhance Information Transparency Currently, the underlying securities of stock warrants,
Since domestic investors may not be familiar with foreign convertible bonds, and equity warrant bonds may be TDRs.
TDR issuers with overseas operating entities, furthermore, Also, TDRs can be the underlying securities of stock option
the information disclosed pursuant to the local rules of such warrants issued to its employees by an issuer.
foreign issuers may be insufficient, such domestic investors Furthermore, it is permissible for a foreign issuer to
may be reluctant to subscribe for or trade in TDRs. Given apply to issue convertible bonds at the same time as it
this, to enhance information transparency, TWSE plans to submits its first application for TDRs listing.
38 39
VI
Appendixes
Appendix 1:
The List of Stock Exchanges or Stock
Markets Authorized by the Competent
Authority
Appendix 2:
Application Form for TDR Listing
40 41
Appendix 1: The List of Stock Exchanges or Stock Appendix 2: Application Form for TDR Listing
Markets Authorized by the Competent Authority Name of Issuer Nationality of Issuer
7. The Toronto Stock Exchange (Canada) 2.Three copies of affidavit issued by the originally listed securities exchange indicating that the foreign issuer is
listed on such securities exchange.
8. The Australian Securities Exchanges (Australia) 3.Three copies of financial reports audited and certified by CPAs for the most recent 3 fiscal years. If the review
period lasts 8 months after the fiscal year, additional financial reports audited or reviewed by the CPAs for the
9. The Tokyo Stock Exchange (Japan) first half fiscal year should be submitted. (The reports can be prepared in accordance with the format required
by the laws and regulations of the country of the foreign issuer, and an opinion from Taiwan-licensed CPAs
42 43
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