TPEx/ESB Listing (Registration) Requirements And Procedures

Regulations:

‧Taipei Exchange Rules Governing the Review of Securities for Trading on TPEx
‧Taipei Exchange Rules Governing the Review of Emerging Stocks for Trading on TPEx
‧Application Documents for Listing on the TPEx
‧ESB registration application documents

Information:

‧Guidelines for Listing (Registration) on the TPEx/ESB

1. TPEx/ESB Listing (Registration) main conditions:
Item General Stock Emerging Stocks
Company Scale For domestic companies, a paid-in capital of NT$50 million or more.
For foreign companies, net worth audited or reviewed by a CPA for the most recent period is equivalent to at least NT$100 million.
No restriction.
Duration of Corporate Existence Have been registered for no less than 2 full fiscal years. (Note 1) No restriction.
Financial Requirements Shall meet one of the criteria:(Note 1)
  1. Profitability
  2. The ratio of income before tax to capital (for foreign companies, capital will be replaced to the amount of equity attributable to owners of the parent company) 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.
  3. Net worth, operating revenue and cash flows from operating activities
  4. Shall meet each of the following requirements:
    1. Net worth for the most recent period shall be not less than NT$600 million and two-third of the share capital.
    2. Operating revenue from main business for the most recent fiscal year shall be not less than NT$ 2 billion and greater than that for the immediately preceding fiscal year.
    3. Cash flows in the most recent fiscal year shows a positive net cash flow from operating activities.
No restriction.
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.) No restriction.
Lockup of the Shares The directors 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. (Note2) No restriction.
Functional Committee The registrant shall have a compensation committee and an audit committee in place. The registrant shall have a compensation committee in place.
Independent Directors The registrant shall appoint independent directors, not less than three in number and not less than one-fifth of the total number of directors. The registrant shall appoint independent directors, not less than two in number and not less than one-fifth of the total number directors.
※ provided that this requirement does not apply if it submits the application by 30 June 2020 and by the time of the application it has passed a board of directors meeting resolution for election of independent directors and it undertakes to complete the election at a shareholders' meeting to be held within 3 months from the date on which its stock is registered for TPEx trading.
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). Same as on the left.
Shareholder Services Provider The registrant shall engage a professional shareholder services agent in the ROC to handle shareholder services matters. Same as on the left.
Required Advisory / Trading period The issuer’s stock shall have been traded on the ESB for more than 6 months. For foreign companies, the issuer’s lead RSF shall have filed the advisory progress for more than 6 months or the issuer’s stock shall have traded on the ESB for more than 6 months. The RSF shall have submitted the “Financial or Operational Material Event Checklist” of the registrant for the most recent 1 month after filing for public issuance.
Stocks in Dematerialized Form The stocks and bonds offered and issued (including private placements) shall be in dematerialized. Same as on the left.
Note 1:The Technology-Based Enterprises, or Cultural and Creative Enterprises may be exempted from these requirements. If it is a Technology-Based Enterprises, 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. Please refer to Technology Based Enterprises or Cultural and Creative Enterprises Section.
Note2:Otherwise provided for Technology- Based Enterprises, Cultural and Creative Enterprises, enterprises adopting financial requirements of “Net worth, operating revenue and cash flows from operating activities", and some specific industries (ex. software companies and securities investment trust companies). (Please see Article 3, Paragraph 1, Item 4 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx)
 
2. Emerging Stock Board (ESB) Registration Procedures:
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3.TPEX Mainboard Listing Procedures:
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4. Related laws and information:
Domestic Enterprises
  1. ESB Registration: Taipei Exchange Rules Governing the Review of Emerging Stocks for Trading on the TPEx
  2. Mainboard Listing: Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx

Foreign Enterprises
  1. Foreign Issuer’s Information
  2. ESB Registration : Taipei Exchange Rules Governing the Review of Emerging Stocks for Trading on the TPEx
  3. Mainboard Listing: Taipei Exchange Rules Governing the Review of Foreign Securities for Trading on the TPEx

Featured Industry
  1. Cultural and Creative Industry Apply for TPEx/ESB listing (registration)
  2. Agribusiness Apply for TPEx/ESB listing (registration)