Taiwan-Depository-Receipt-Manual (Frm Taiwan Stock Exchange)

8/7/2019 Taiwan-Depository-Receipt-Manual (Frm Taiwan Stock Exchange)

1/23

Instructions

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.

2. TWSE hereby declares that it shall not be liable for any

omissions or errors in the contents or any damage that

may result from the reliance on the information provided

in this document.

3. In the event of any discrepancies between this documentand the regulations published by TWSE or competent

authorities, the published regulations shall prevail.

4. The English translation of this document is provided by

Lee and Li, Attorneys-at-Law. In the event of any

discrepancy between the Chinese version and the English

version, the Chinese version shall prevail.

The contents of this document and any update can be

searched and downloaded from the "Taiwan Stock

Exchange Homepage (http://www.twse.com.tw/)" by

clicking on either of the following links: (1) Homepage >

Important Topics > Listing in Taiwan by Foreign Issuers;

and (2) Homepage > Listed Companies > Listing in Taiwan

by Foreign Issuers.


2/23

With more and more enterprises operating business

globally, companies will select the stock exchange that

provides the most favorable treatment for listing, and such

a stock exchange may not be the local one. Accordingly,

competition among stock exchanges worldwide has

intensified and stock exchanges have been actively

repositioning themselves for international fundraising.

Located in the center of the AsiaPacic region, Taiwan

is the most convenient gateway for multinationals to enter

into the Mainland China market, and has the advantage of

being the most obvious beneficiary in the world to enjoy

the "China Approach". Further, Taiwan is an important

connecting air routes point between Eastern Asia and North

America: the average ight time from Taipei to each of the

seven largest cities in Western Pacic is less than 3 hours.

The capital market of Taiwan is competitive, with

high liquidity, high P/E ratio, and favorable dividend

yield. Furthermore, Taiwan has many high-tech company

clusters in Taiwan, and many of them are the world leading

manufacturers. Many high-tech foreign companies may

establish a closer access to the suppliers or customers by

being listed in Taiwan since dozens of Taiwanese products

enjoy world market lions shares. In addition, local players

in certain traditional industries, also perform well in terms

of P/E ratio and turnover rate, and are popular among

foreign investors.

In the past, Taiwan's cross-strait policies were highly

restrictive. Various restrictions were imposed on air and

sea transportation, remittances of funds, investment in

mainland China, and Mainland Chinese investment in

Taiwan, etc., slowing down cross-strait trade growth and

travel. Currently, most of these restrictions have been

lifted, including limits on the remittance of funds and caps

on outward investment into Mainland China. Further,

in order to make the capital markets of Taiwan more

Preface


3/23

Chairman

Taiwan Stock Exchange Corporation

Preface

competitive globally, the competent authority of Taiwan has

approved companies listed on the Hong Kong Exchange

(where many Taiwanese-owned companies are listed) may

apply for secondary listing in Taiwan, and now almost all

major stock exchanges around the world are included. In

the future, more restrictions will be lifted.

This Taiwan Depository Receipt (TDR) manual is

compiled by TWSE to help issuers understand better

about the capital market of Taiwan and to promote the

issuance of TDRs. This manual explains details of the pre-

listing preparations, listing criteria, listing process, listing

registration process, compliance of the relevant post-

listing regulations, and relevant issues related to listing

applications.

In coordination with government policies and changes in

the overall environment, TWSE closely works with CPAs,

underwriters and other professionals to place high emphasis

on investor protection and to assist foreign companies raise

funds in Taiwan. In addition, TWSE has committed to

expand investment targets for creating a global fundraising

and trading platform. Promoting TDRs is the current focus

of TWSE and this manual supports this.


4/23

CONTENTS

08

10

11

11

12

14

14

15

15

16

17

17

20

23

23

23

23

24

24

25

25

25

26

36

38

39

39

40

42

43

I. The Pre-Listing Preparation

(1)Understand the Relevant Rules of the

Primary Listing Market in Advance

(2)Select Professionals Such as Underwriters,

CPAs, and Depositary Institutions

(3)Consult Professionals to Assist in Preparation

of Required Application Documents

II. The Listing Rules

(1)The Listing Types

(2)Restrictions on Qualication

(3)Restrictions on Capital Raised

(4)Company Scale

(5)Protability

(6)Dispersion of shareholdings

(7)Other Issues

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

IV. Q&A

V. Promotion and Education

(1)Enhance Information Transparency

(2)Reinforce Investor Promotion and Education

(3)Increase Derivative Products

VI. Appendixes

Appendix 1: The List of Stock Exchanges or

Stock Markets Authorized by the Competent

Authority

Appendix 2: Application Form for TDR Listing


5/23

8 9

The Pre-Listing Preparation

(1) Understand the Relevant Rules o the

Primary Listing Market in Advance

(2) Select Proessionals Such as Underwriters,

CPAs, and Depositary Institutions

(3) Consult Proessionals to Assist in Preparation

o Required Application Documents

I


6/23

10

The Pre-Listing Preparation

11

I

I. The Pre-Listing Preparation

(1) Understand the Relevant Rules of the Primary

Listing Market in Advance

First, the applicant should understand the relevant rules

and restrictions of its primary listing market1 for secondary

listing on another stock exchange. For example, whether

the applicant should in advance apply for an approval

with the local competent authority, or should comply with

certain specific requirements. Additionally, the applicant

shall apply to the competent authority of its primary listing

market for a certicate proving its securities listing.

2. Please see Appendix 2 Application Form for TDR Listing.

1. For the authorized foreign stock exchanges, please see Appendix 1 "Article 23

of the Supplementary Provisions to Taiwan Stock Exchange Corporation Rules

Governing Review of Securities Listings".

(2) Select Professionals Such as Underwriters, CPAs,

and Depositary Institutions

The applicant should select professionals such as

underwriters and CPAs to evaluate the listing criteria

and possible issues, and plan the listing schedule as well.

In addition, the applicant should appoint a depositary

institution to handle matters regarding the depositary and

custody of the primary listing shares.

(3) Consult Professionals to Assist in Preparation of

Required Application Documents2

1. Appoint CPAs to provide opinions on the discrepancies

between the accounting principles adopted and ROC

GAAP as well as their impacts on the nancial statements.

2. Draft the issuance plan and prospectus.

3. Enter into the depositary contract with the depositary

institution and the depositary institution shall provide

supporting documents proving its ability to handling

matters related to TDRs.

4. Appoint ROC lawyers to attest and provide opinions on

depositary contract, custody contract and prospectus.

5. Appoint underwriters to draft an evaluation report.

appointment

Competent authorityof the originally listedmarket, lawyers,business professionalsand appraisers

appointment

appointmentappointment

Applicant

CPA

UndewriterDepositary

Institution

CapitalMarketPlatform


7/23

12 13

IIThe Listing Rules

(1) The Listing Types

(2) Restrictions on Qualifcation

(3) Restrictions on Capital Raised

(4) Company Scale

(5) Proftability

(6) Dispersion o shareholdings

(7) Other Issues


8/23

14

The Listing Rules

15

II

II. The Listing Rules

(1) The Listing Types

Foreign issuers with securities listed on foreign stock

exchanges may apply for approval to have their TDRs listed

on TWSE.

(2) Restrictions on Qualication

According to Article 73 of the Act Governing Relations

between Peoples of the Taiwan Area and the Mainland

Area ("Law Governing Relations") and a proposal made by

the Financial Supervisory Commission ("FSC") as of July

31, 2008 to lift the restrictions on foreign issuers listing in

Taiwan and to relax the restrictions on Mainland Chinese

investments in the Taiwan stock market, a foreign issuer

can not apply for a secondary listing in Taiwan if he is

registered in Mainland China.

(3) Restrictions on Capital Raised

According to the Article 7 of the Regulations Governing

the Offering and Issuance of Securities by Foreign

Securities Issuers amended on August 14, 2008, the capital

raised by foreign issuers in Taiwan may be used for direct

or indirect investments in Mainland China. In addition,

there is no restriction on the amount that can be directly or

indirectly invested in Mainland China by foreign issuers.

Commitment Letter Form A and Form B for TDR

applications were abolished on September 25, 2008.

(4) Company Scale

Chart for the Application for TDR Listing

General Company Technology Company

Number of

Listed units

or market

capitalization

20 million units or more, or

units with a market price of

NT$300 million or more.

20 million units or more, or

units with a market price of

NT$300 million or more.

Shareholders

equity

At the time of application

for listing, the shareholders

equity stated on the fnancial

report audited and certified

by a CPA for the most recent

period shall be the equivalent

ofNT$600 million or more.

At the time of application

for listing, the shareholders

equity stated on the fnancial

report audited and certified

by a CPA for the most recent

period shall be the equivalent

ofNT$300 million or more.

Deposit securities (stock)Foreign Issuer

Enter into

underwriting

contract

LeadUnderwriter

DepositaryInstitution

Enter into

custody

contract

Enter

intodepositary

con

tract

CustodianInstitution


9/23


10/23

18

The Listing Rules

19

II

2. Post-listing Costs

(1) Listing Fee

Issuers should pay the annual listing fee to TWSE,

which is calculated according to the TWSE Listing

Fee Table for Securities and collected by rate. The

maximum fee for each year isNT$450,000 while the

minimum fee isNT$ 50,000.

(2) Select Professional Shareholder Services Agent to

Handle Matters Relating to the Stock Affairs

Issuers should designate a professional shareholder

services agent or entity to assist in handling matters

relating to its stock affairs.

(3) Appoint an Agent for Litigious and Non-litigious MattersIssuers should appoint an agent for litigious and

non-litigious matters to handle affairs related to

complying with ROC securities laws and regulations,

the listing contract, bylaws, rules, and public

announcements of this Corporation.Listed Units Listing Fee Calculation

50 million or less

NT$150 per 100,000 units(however, the minimumlisting fee is NT$50,000 foreach application)

Above 50 million but nomore than 100 million

NT$100 per 100,000 units





More than 300 million NT$12.5 per 100,000 units

The maximum listing fee for each year is NT$450,000


11/23

20 21

The Review and Application Process

III

(1) Fill in the Application Form or TDR Listing

(2) Review o Documents by TWSE(3) Review o Documents by Central Bank

(4) TWSE Issues a Listing Approval Letter

(5) File an Eective Registration to the

Competent Authority

(6) Conduct Public Issuance

(7) Submit the Chart o Dispersion o

Shareholding and Schedule the Listing Date

(8) Submit a Letter Applying or the Listing

(9) Listing Ceremony Held by TWSE


12/23

22

III

23

The Review and

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

agent institution should ll in and submit the "Application

Form for TDR Listing3 " with other required documents to

TWSE in order to apply for TDRs listing

(2) Review of Documents by TWSE

Starting from the date when the application is received,

TWSE should complete the review and examination of

the application within 10 business days.Under certain

circumstances, however, the deadline of such review may

be extended.

(3) Review of Documents by Central Bank

In principle, Central Bank will review the application

simultaneously with TWSE by adopting theparallel reviewprocess. Therefore, for a foreign issuer applying for listing,

it may submit application documents to Central Bank and

TWSE at the same time. The Central Bank will complete

the review and issue an approval letter within 12 business

days if all required documents are duly submitted.

(4) TWSE Issues a Listing Approval Letter

After all required documents are duly submitted and

all listing criteria are met based on the review process

of TWSE, TWSE will issue an approval letter to theListing date and

listing ceremony

Within 7 business

days

3. Please see Appendix 2" Application Form for TDR Listing".

TWSE reviews

documents

Central Bank reviews

documents

File an effective registration

with the Competent Authority

Conduct public

issuance

Apply for the listing

Submit the chart of dispersion

of shareholding and schedule

the listing date

Fill in the listing

application form

3 months (a 3-

months extension

is allowed)

Within 3 days

3 days prior to the

listing

Flowchart for Listing Application

12

businessdays

10

businessdays

TWSE issues an

approval letter

Central Bank issues

an approval letter


13/23

24

III

25

The Review and

Application Process

application, stating that "TWSE approves the listing of

TDR application provided that the effective registration of

the competent authority is obtained and the dispersion of

shareholding at the completion of issuance meets the listing

criteria. This approval letter will cease to be effective if the

issuer doesn't apply for the public issuance to the competent

authority within 30 days from the date this approval letter is

issued."

(5) File an Effective Registration to the Competent

Authority

With the approval letters issued by Central Bank and

TWSE, the issuer should apply for an effective registration

to the competent authority within 30 days. The waiting

period for the effective registration is 7 business days.

(6) Conduct Public Issuance

Within 3 months of the date the notice of effective

registration is received, the subscription should be raised

and paid fully in cash. In case the payment has not been

raised or paid fully in cash within 3 months, the issuer may

apply for an extension to the competent authority where

proper reasons have been given. Only one extension will

be allowed.

(7) Submit the Chart of Dispersion of Shareholding

and Schedule the Listing Date

The foreign issuer and its agent or depositary institution

should submit the "chart of dispersion of shareholding for

the holders of TDR" within 3 days after the underwriting

is completed. Also, the foreign issuer should schedule the

listing date with TWSE.

(8) Submit a Letter Applying for the Listing

The issuer should submit a letter to apply for the listing

3 days prior to the listing and TWSE will make a listing

announcement.

(9) Listing Ceremony Held by TWSE

TWSE will hold a listing ceremony on the listing day.


14/23

26 27

Q&A

IV


15/23

28

IV

29

Q&A

IV. Q&A

Taxation

Question 1:

What is the applicable securities transaction tax rate on

the sale of shares in a foreign issuer listed on TWSE or

GreTai Securities Market ("GTSM")?

Answer:According to the letter dated November 19, 1992

issued by the Ministry of Finance (Ref. No.: Tai-Tsai-

Shui-811672688), transactions involving transfer of

TDRs are subject to a 0.1% securities transaction tax in

accordance with Item 2, Article 2 of the Act Governing

the Securities Transaction Tax ("RGSTT").

Question 2:

What is the capital gain tax on the sale of shares in a

foreign issuer?

Answer:

According to the letter dated September 23, 2008

from the Taxation Agency, Ministry of Finance to the

Securities and Features Bureau, generally:

1. Any gain or loss from the sale of shares in a foreign

issuer by a profit-seeking enterprise or an individual

is considered as ROC-sourced income under Article 8

and Article 4-1 of the Income Tax Law (concerning the

suspension of imposition of capital gain tax) will be

applicable.

2. Additionally, the capital gain of a prot-seeking

enterprise is still subject to alternative minimum tax

("AMT") under the Alternative Minimum Tax Law

("AMTL").

Use of Capital

Question 1:

Are the foreign issuers allowed to use the capital raised

in Taiwan for direct or indirect investment in Mainland

China? Is there any restriction on the amount of

investment?

Answer:

According to the Article 7 of the Regulations Governing

the Offering and Issuance of Securities by Foreign

Securities Issuers amended on August 14, 2008, the

capital raised by a foreign issuer in Taiwan may be used

for direct or indirect investment in Mainland China. In

addition, there is no restriction on the amount that can

be directly or indirectly invested in Mainland China by

foreign issuers. Commitment Letter Form A and Form B

for TDR application have been abolished on September

25, 2008.


16/23

30

IV

31

Q&A

authorized by the competent authority.

2. Currentl y, TWSE shall revie w the ap plicati on

documents and file to the competent authority within

10 business days after the application is received.

3. The number of TDR units to be issued shall be 20

million units or more of TDRs or shall have a market

price of not less than NT$300 million.

4. The underlying shares of TDRs may be either issued

shares or new shares; there is no upper limit on the

quantity issued.

5. With respect to margin transaction, margin transaction

is permissible for the TDRs having been listed on

TWSE for 6 months after being approved.

Question 2:

With regard to the application of secondary listing, what

are the measures that should be taken by ROC CPAs

to provide opinions on the discrepancies between the

accounting principles adopted and ROC GAAP as well

as their impacts?

Answer:

The "Directions for Review Financial Reports of Foreign

Companies that Offer and Issue TDRs" promulgated

by the competent authority can be the guideline of

observation. When an ROC CPA is commissioned to

Question 2:

What are the requirements governing the liquidity and

redemption of TDRs?

Answer:

A TDR holder may request the depositary institution to

redeem the TDRs into shares or request the custodian

institution to sell TDRs on the market where the shares

are primary listing. However, shareholders are not

permitted to apply for converting the shares into TDRs

and then sell TDRs in Taiwan. The depositary institution

may re-issue TDRs within the original redemption

amount or apply for issuing new TDRs if the capital

increases.

Listing Requirements

Question 1:

Must the shares of the foreign issuer applying for TDRs

be issued shares or new shares? Will the review process

take a long time and affect the TDR pricing? What are

the limitation on the issuing amount and the regulations

concerning margin transaction?

Answer:

1. The shares of foreign issuers applying for TDRs must

be registered shares and have been listed on a foreign

securities exchange or securities market which is


17/23

32

IV

33

Q&A

provide opinions on the discrepancies between the

accounting principles adopted and ROC GAAP as well

as their impacts, the CPA has to review in accordance

with the above Directions, and issue a report.

Question 3:

Can the application for TDR listing application (e.g.,

loaning funds, endorsements/ guarantees and use

of funds) be filled in from the perspective of group

consolidation?

Answer:

The amount of funds loaned and endorsement/guarantees

made for each corporate entity (including the entities in a

corporate group) shall still be disclosed. The actual use

of fund by each subsidiary shall also be disclosed and

reviewed on a case-by-case basis.

Question 4:

Can TDRs adopt the green shoe (over-allotment) system

and waive the price variation limit for the rst 5 days?

Answer:

Given that there are reference prices in the foreign

markets for TDRs, the difference between the actual

underwriting prices and the market prices in the foreign

exchanges may be limited. There is no plan to adopt such

mechanism for the time being as it is not necessary.

Question 5:

Can the underwriting price of TDRs be higher than the

market price of the underlying shares?

Answer:

The underwriting price is negotiated among the

depository institution, the underwriter and the foreign

issuer and is in the acceptable price range for TDRs

being sold to the public.

Question 6:

Can overseas listing companies apply for issuance of

convertible bonds at the same time while it submits the

rst listing application of TDRs?

Answer:

An overseas listing companys application for issuance

of TDRs listing is essentially the same as the companys

rst application for issuing convertible bonds in Taiwan.

In principle, it is permissible for an overseas listing

company to apply to issue convertible bonds at the same

time as it submits the rst listing application for TDRs.

Post-Listing Requirements

Question 1:

What are the regulations governing information

disclosure concerning TDRs?


18/23

34

IV

35

Q&A

Answer:

1. According to the Checklist Regarding Offering and

Issuing Securities by Foreign Securities Issuers

stipulated by the FSC: (1) the annual nancial reports

should be disclosed in accordance with the laws and

regulations in the country where the foreign issuer is

registered or the securities are listed. However, the

report and announcement should be made within 6

months of the end of every scal year. (2) The semi-

annual, the rst and the third quarter report should be

prepared in accordance with the laws and regulations

of the country where the foreign issuer is registered or

the securities are being listed. (3) The annual report

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 le 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 Verication and

Disclosure of Material Information of Listed Foreign

Securities stipulated by TWSE.

Others

Question 1:

Can TDRs be the securities underlying the stock optionwarrant issued by a foreign issuer to its employees?

Answer:

In principle, it is permissible for TDRs to be the

securities underlying the stock option warrants issued

by a foreign issuer to its employees. The measures

for issuance of and subscription for the stock option

warrants should be subject to the regulations of the

foreign country, but the effects of the measures on the

shareholders' rights and interest should be taken into

account.


19/23

36 37

Promotion and Education

V

(1) Enhance Inormation Transparency(2) Reinorce Investor Promotion and

Education

(3) Increase Derivative Products


20/23

38

V

39

Promotion and

Education

V. Promotion and Education

TWSE has made efforts to stimulate the TDR trading

market by focusing on enhancing information transparency,

reinforcing investor promotion and education, and

increasing derivative products, etc.

(1) Enhance Information Transparency

Since domestic investors may not be familiar with foreign

TDR issuers with overseas operating entities, furthermore,

the information disclosed pursuant to the local rules of such

foreign issuers may be insufcient, such domestic investors

may be reluctant to subscribe for or trade in TDRs. Given

this, to enhance information transparency, TWSE plans to

TDR

InformationTransparency

MarketStimulation

InvestorPromotion and

Education

Derivatives

require issuers to disclose and le more information and to

improve the interface for investors to search information.

(2) Reinforce Investor Promotion and Education

To increase the public exposure and visibility of foreign

issuers, TWSE plans to hold listing ceremonies and investor

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

issuers to make investors more familiar with issuers. As

to individual investors, TWSE plans to implement investor

education, to enhance risk disclosure, and to establish

information access channels.

(3) Increase Derivative Products

Trading in the TDR market will be stimulated as a result

of increasing the variety of products available to investors.

Currently, the underlying securities of stock warrants,

convertible bonds, and equity warrant bonds may be TDRs.

Also, TDRs can be the underlying securities of stock option

warrants issued to its employees by an issuer.

Furthermore, it is permissible for a foreign issuer to

apply to issue convertible bonds at the same time as it

submits its rst application for TDRs listing.


21/23

40 41

Appendixes

VI

Appendix 1:The List o Stock Exchanges or Stock

Markets Authorized by the Competent

Authority

Appendix 2:

Application Form or TDR Listing


22/23

42 43

Appendix 1: The List of Stock Exchanges or Stock

Markets Authorized by the Competent Authority

1. The NYSE Euronext (US)

2. The American Stock Exchange (US)

3. The NASDAQ (US)

4. The London Stock Exchange (UK)*

5. Deutsche Brse AG (Germany)

6. The Italian Stock Exchange (Italy)*

7. The Toronto Stock Exchange (Canada)

8. The Australian Securities Exchanges (Australia)

9. The Tokyo Stock Exchange (Japan)

10.The Osaka Securities Exchange (Japan)

11.The Stock Exchange of Singapore (Singapore)

12.The Kuala Lumpur Stock Exchange (Malaysia)

13.The Stock Exchange of Thailand (Thailand)

14.The Johannesburg Stock Exchange (South Africa)

15.The Hong Kong Exchanges and Clearing Limited (HK)

16.Korea Exchange (Korea)

17.Other Securities Exchanges approved by competent

authority

Note:

*The Italian Stock Exchange was acquired by the London Stock Exchange in

June 2007.

Appendix 2: Application Form for TDR Listing

Name of Issuer Nationality of Issuer

Date of Incorporation Listed Country

Tentative Date of Issuance Name/Address of DepositaryInstitution

Estimated Amount of

Issuance

Name/Address of Custodian

Institution

Estimated Number of Issued

Units

Name/Address of Leading

Underwriter

Estimated Price Per UnitName/Address of Bank

Authorized to Collect Payment

The Total Amounts and

Quantity of TDR IssuedDate of Application

1.Three copies of documents evidencing the name, nationality, and the major operating place.

2.Three copies of afdavit issued by the originally listed securities exchange indicating that the foreign issuer is

listed on such securities exchange.

3.Three copies of nancial reports audited and certied by CPAs for the most recent 3 scal years. If the review

period lasts 8 months after the scal year, additional nancial reports audited or reviewed by the CPAs for the

rst half scal 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

regarding the differences in the accounting principles adopted and the ROC GAAP and their impacts on the

nancial reports should be provided.)

4.Three copies of the TDR Issuance Plan.

5.Three copies of the draft depositary contract executed between the foreign issuer and the depositary institution.

6.Three copies of the custody contract or other documents executed between the depositary institution and the

custodian institution.

7.Three copies of the draft prospectus.8.A certied opinion issued by an ROC-licensed lawyer certifying that the depositary contract, the custody

contract and the prospectus are prepared in accordance with the laws and regulations.

9.Three copies of evaluation report issued by the underwriter.

10.Three copies of the underwriting contract executed between the foreign issuer and the underwriter, and an

estimation of dispersion of TDR holders after the issuance is completed.

11.Three copies of a TDR sample ce rticate or a document substantiating the registration for non-physical

issuance (when applying for the listing date after the issuance is completed, other copies of the documents

will be provided in accordance with the requirements of TWSE).

12.Three copies of authorized signatures of the institution handling securities matters (when applying for the

listing date after the issuance is completed, other copies of the documents will be provided in accordance

with the requirements of TWSE; however, this requirement is waived in the case of non-physical issuance.)

13.Five copies of TDR listing contract.

14.Three copies of the document evidencing the issuer's appointment of a litigious, non-litigious and

administrative litigation agent.

15.Three copies of the document proving that the depositary institution's ability to handle the TDR business.

16.Other documents required by the TWSE.

Issuer:

Representative:

Contact Address in Taiwan:

Contact Person/Tel. in Taiwan:

Depositary Institution:

Representative:

Address:Contact Person and Telephone:

A

T

T

A

C

H

ME

N

T

S


23/23

Contact Window

Homepage: http://www.twse.com.tw

About TWSE>Introduction to TWSE>Contact TWSE

TEL No. (Switchboard): 02-8101-3101

Listing Promotion Department

Christine Cho

Chih-chiang LoPei-jing Kao

[email protected]

[email protected]@twse.com.tw

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