[Last updated: 1 January 2024, unless otherwise noted]

The applicant company will need to prepare a prospectus to be sent to investors. The application must be sent to the TWSE, the Central Bank (Taiwan) and the FSC. Submission of an application to the TWSE and the Central Bank (Taiwan) can be made simultaneously. The TWSE will review the application together with the issuance plan, evaluation report, draft prospectus, listing agreement, depository agreement, checklist for the application and legal opinion. The TWSE will then provide detailed comments and raise points for clarification by the company's advisers before issuing a listing approval letter. An applicant company that has obtained a letter of approval from the TWSE and the Central Bank (Taiwan) will file an effective registration with the FSC.

The prospectus must include the information necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the shares and of any guarantor and of the rights attaching to the shares. In particular, the prospectus for a primary listing must include disclosure relating to topics such as:

• Company summary, including a brief description of the company, its risks, company organization, capital and shares, status of issue of corporate bonds, preferred shares, overseas depositary receipts, employee stock warrants, mergers and acquisitions and assignments of shares of other companies.
• Operational summary, including the operation of the company, fixed assets and other real properties, other companies in which it has invested, important contracts and any other items required to be described or supplemented.
• Issuance plan and implementation status, including an analysis of the fund application plan for the previous cash capital increase (or merger or acquisition, assignment of another company's shares, or issue of corporate bonds), an analysis of the fund application plan for the current cash capital increase or issue of corporate bonds and the status of the current issue of new shares in connection with assignment of another company's shares, or current issue of new shares in connection with a merger or acquisition.
• Financial summary.
• Special items to be included, including the status of corporate governance practices and other special items to be included.
• Important resolutions.

The prospectus for a secondary listing must include disclosure relating to topics such as:

• Company summary, including a brief description of the company, its risks, company organization, capital and shares, status of issue of corporate bonds and information relating to the directors, supervisors, managers and main shareholders.
• Operational summary, including the scope of operation of the company, the competition strategies, business goals, strategies and plans, important contracts and any other items required to be described or supplemented.
• Issuance plan and capital application plan, including the method of setting the issuance price and analysis of the fund application plan.
• Financial summary.
• The implementation of corporate governance practices.
• An evaluation report by the underwriter, which includes advisory opinion(s) provided by the industry expert(s) the underwriter engages.
• A copy of a legal opinion by a lawyer.
• The institution that acts as stock agent.
• Major terms and conditions of the custody contract (or other custodian documents) and the deposit contract.
• Any matters requiring attention in connection with restrictions on securities transactions by foreign nationals, tax burdens and tax payment procedures, relating to the foreign company's home country and the country in which its shares are listed.
• The highest, lowest and average market prices for the most recent six months of the underlying securities on the TWSE. However, if the period of listing of the underlying securities has been less than six months, the highest, lowest and average market prices for the shorter period.
• Methods for the shareholders to exercise their rights.
• A credit evaluation report.
• Other important matters agreed upon by the parties, or requested or required to be specified by the FSC.

For a primary listing application, the prospectus should include audited historical financial information for the latest two fiscal years, together with the audit report for each year. For a secondary listing application, the prospectus should include audited historical financial information for the latest five fiscal years, together with the audit report for each year.

There is no significant difference when it comes to the required contents in the prospectus for a foreign issuer and domestic issuer.

For a primary listing, it takes 12 business days to obtain a letter of approval from the Central Bank (Taiwan) and at least eight weeks from the TWSE. After receipt of the approval, the applicant may apply for retroactive public issuance registration with the TWSE, which is authorized by the FSC to review and approve the application on behalf of the FSC and will obtain the approval after 12 business days. After that, the applicant may fill in and submit a report form of capital increase in cash to the TWSE, and, after seven business days, the TWSE will issue an effective confirmation letter to the applicant.

For a secondary listing, it takes 12 business days to obtain a letter of approval from the Central Bank (Taiwan) and 10 business days from the TWSE. After receipt of the approval, the applicant may file the application with the FSC, and the FSC will issue an effective registration confirmation letter to the applicant seven to 12 business days after the filing of the application. In addition, it will take another 11 business days at the earliest to conduct and complete public issuance, submit the list of distribution of shareholding and apply for the listing.

For a listing of a domestic issuer, no approval from the Central Bank (Taiwan) is required. It takes at least eight weeks to obtain approval of listing from the TWSE. After receipt of the approval, the applicant may fill in and submit a report form of a capital increase in cash to the FSC, and, after seven business days, if the FSC has submitted no request for additional information, the FSC will issue an effective confirmation letter to the applicant.

Typical process and timetable for a listing of a foreign company on the TWSE

For a primary listing application, it takes approximately one year, subject to the authorities' review process, to complete the process because the foreign company has to be under listing advisory guidance by the lead underwriter, or have its stocks traded over the counter, for not less than six months before making the application.

For a secondary listing application, it generally takes approximately four to five months to complete the process.

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The documentation and process requirements described in this section are different from what would be expected of a domestic company in that a domestic issuer must have been registered as an emerging stock only in months 1-6. In addition, a domestic issuer does not need approval by the Central Bank (Taiwan).