Listed Companies > Listing Requirements and Procedures > TPEx Mainboard

For domestic companies and foreign companies not listed on other exchanges, TPEx Mainboard listing requirements and procedures are as follows:

  1. Main Listing Requirements (For Detailed requirements please refer toThe guidelines of ESB and Mainboard for foreign enterprises )
    Required advisory / trading period The issuer’s lead RSF shall have filed the advisory progress for more than 6 months or the issuer’s stock shall have been traded on the ESB for more than 6 months, and the RSF has submitted the “Financial or Operational Material Event Checklist” every month to TPEx since 3 months before applying for listing.
    Entity
    1. The registrant shall be a company limited by shares and registered under foreign laws, and does and has not violated provisions of the Act Governing Relations Between the Peoples of the Taiwan Area and the Mainland Area (note). However, if 30% or more of the registrant’s shares are directly or indirectly held by or the registrant is controlled by citizens, juridical persons, groups or other organizations of Mainland Area, approval from the governing authority is required. Moreover, the company shall also apply for the supplemental public issuance in accordance with the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers.
      (note) The provisions include that:
      1. The company shall not be incorporated and registered in accordance to the laws or regulations of the Mainland Area.
      2. As the company, directors, supervisors, executives and greater-than- 10-percent shareholders of the company who hold ROC nationality and the main operating entity controlled by the foreign issuer and incorporated according to laws of the ROC invest in the Mainland Area, they shall follow the “Act Governing Relations Between the Peoples of the Taiwan Area and the Mainland Area” and “Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China”.
      3. If the shareholders of the registrant meet the definition of “investor” in the Regulations Governing Permission for People from the Mainland Area, their direct or indirect shareholding of the registrant shall not exceed 30% of its total shares and they shall not have control over the registrant.
    2. Its registered stocks are not listed or traded on any foreign security market.
    Duration of Corporate Existence (Note 1) The issuer shall have been incorporated and registered in accordance with foreign laws for at least 2 completed fiscal years.
    Company Size Net worth (Note 2) audited or reviewed by a CPA for the most recent period is equivalent to at least NT$100 million.
    Financial requirements (Meets one of the criteria)(Note 1) Profitability The ratio of income before tax (note 2) to shareholders’ equity (note 2) shall meet one of the following requirements, and the income before tax of the most recent year shall not be less than NT$4 million:
    1. Most recent fiscal year: the ratio shall be more than 4%, and there shall be no accumulated deficit.
    2. The last 2 fiscal years: the ratio shall be more than 3% in each year; or an average of 3% in the 2 years and the ratio of the most recent year is better.
    Net worth, operating revenue and cash flows from moperating activities Shall meet each of the following requirements:
    1. Most recent fiscal year: the ratio shall be more than 4%, and there shall be no accumulated deficit.
    2. The last 2 fiscal years: the ratio shall be more than 3% in each year; or an average of 3% in the 2 years and the ratio of the most recent year is better.
    Recommending Securities Firms The registrant shall have received written recommendations by 2 or more Recommending Securities Firms (RSFs), one of which is designated as the lead RSF, and the other(s) as co-RSF(s).
    Lockup of the shares The directors, supervisors, and the shareholders holding 10% or more of the issued shares of the registrant shall deposit all their shareholdings in central custody. One half of those shares deposited in central custody may be withdrawn after the lapse of six-month period starting the listing date thereof;the remaining shares may be withdrawn after the lapse of a one-year period starting the listing date thereof (otherwise stipulated for the Technology- Based Enterprises, Cultural and Creative Enterprises, and enterprises adopting financial requirements of “Net worth, operating revenue and cash flows from operating activities”).
    Note1: The Technology-Based Enterprises or Cultural and Creative Enterprises may be exempted from these requirements. If it is a Technology-Based Enterprise, its net worth shall not be less than two-thirds of the share capital shown in the latest CPA-audited and attested or reviewed financial report.
    Note2: amount attributable to owner of parent company

    Dispersion of shareholdings Excluding company insiders and any juristic persons in which such insiders hold more than 50% of the shares, the number of registered shareholders shall be at least 300, and the total number of shares they hold shall be 20% or greater of the total issued shares, or at least 10 million. (This requirement could be met after the pre-listing capital infusion.)
    Shareholder services provider The registrant shall engage a professional shareholder services agent in the ROC to handle shareholder services matters.
    Agent for litigious and non-litigious matters The registrant shall have designated at least a litigious and non-litigious agent with domicile or residence within the territory of the ROC. The agent shall serve as the registrant’s responsible person under the Securities and Exchange Act in the ROC.
    Stocks in dematerialized form The stocks and bonds offered and issued (including private placements) shall be in dematerialized form. However, this requirement does not apply if the laws or regulations of its country of registration stipulate otherwise.
    Commitments Important matters regarding protection of shareholders which prescribed by the TPEx’s “Checklist for Protecting Shareholders of Foreign Issuers” shall be specified in the company’s articles of incorporation or organizational documents.
    The issuer shall continuously engage a lead RSF from the date of listing to the end of the 2 subsequent fiscal years ( for the Technology-based Enterprises, Cultural and Creative Enterprises, and enterprises adopting financial requirements of Net worth, operating revenue and cash flows from operating activities: 3 subsequent fiscal years ) to assist it in compliance with ROC securities laws and related regulations.
    Functional committee The registrant shall have a compensation committee in place.
    An audit committee shall be established in place of supervisors if the total equity attributable to owners of the parent company for the most recent period as audited and attested by CPAs is not less than NT$600 million at the time of application.
    Director The registrant shall have at least one independent director who is domiciled in the ROC.
    The issuer shall take out directors liability insurance.
    Articles of Incorporation The registrant shall include electronic means to exercise shareholder’s voting rights in its articles of incorporation.

    Note: Please see the “Taipei Exchange Rules Governing the Review of Foreign Securities for Trading on the TPEx” for more details.

  2. Listing Procedures

Related laws and information (domestic enterprises):

Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx


Related laws and information (foreign enterprises):

Taipei Exchange Rules Governing the Review of Foreign Securities for Trading on the TPEx

The guidelines of ESB and Mainboard for foreign enterprisesForeign Issuer’s Information

Foreign Issuer’s Information