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

Primary listing requirements

Size. A foreign enterprise applying for a primary listing should meet one of the following requirements in respect of its company size:

• Its paid-in capital or shareholders’ equity must be at least NT$600 million (approx. US$19.56 million), or for a technology enterprise, at least NT$300 million (approx. US$9.78 million).
• Its market capitalization must be at least NT$1.6 billion (approx. US$52.16 million), or for a technology enterprise, at least NT$800 million (approx. US$26.08 million).

If the applicant is a domestic company which is not a state-owned enterprise in Taiwan, its paid-in capital must be at least NT$600 million (approx. US$19.56 million) and the number of common shares to be publicly offered and issued common stock must be at least 30 million shares.

For companies that have not yet been profitable, alternative listing standards are available - either:

• Where the company has a market capitalization of NT$5 billion (approx. US$163.00 million) or more:
  • Operating income in the most recent fiscal year must exceed NT$5 billion (approx. US$163.00 million), such amount also to be an improvement on the previous fiscal year;
  • It must have positive cash flow from business activities in the most recent fiscal year, and
  • Net worth as shown on the financial reports for the most recent quarter and the most recent fiscal year must be at least two-thirds of the capital stock identified in the financial report, or
• Where the company has a market capitalization of NT$6 billion (approx. US$195.60 million) or more:
  • Operating income in the most recent fiscal year must exceed NT$3 billion (approx. US$97.80 million), such amount also to be an improvement on the previous fiscal year, and
  • Net worth as shown on the financial reports for the most recent quarter and the most recent fiscal year must be at least two-thirds of the capital stock identified in the financial report.

Profitability. For a foreign enterprise other than a technology enterprise, the net income before tax for the most recent three fiscal years must be NT$250 million (approx. US$8.15 million) or higher, and net income before tax for the most recent fiscal year must be NT$120 million (approx. US$3.91 million) or higher, with no accumulated deficits.

For a technology enterprise, at the time of the listing application, the net value of the enterprise must be at least two thirds of the share capital, and the working capital must be sufficient to operate the business for 12 months according to the audited financial statements of the most recent year.

For a domestic issuer, net income before tax in its financial statements must meet one of the following criteria:

• At least 6% of the share capital stated on the financial statements for the annual final accounts for each of the most recent two fiscal years.
• At least 6% of the share capital stated on the financial statements for the annual final accounts for the average of the most recent two fiscal years and profitability for the most recent fiscal year must be greater than that for the immediately preceding fiscal year.
• At least 3% of the share capital stated on the financial statements for the annual final accounts for each of the most recent five years.
  In addition, the issuer may not have any accumulated deficit for the most recent fiscal year.

Secondary listing requirements

Size. An enterprise applying for a secondary listing should meet all of the following requirements in respect of its company size:

• Shareholders’ equity must be at least NT$600 million (approximately US$19.56 million), or for a technology enterprise, at least NT$300 million (approx. US$9.78 million).
• At least 20 million shares/units must be listed, or the market capitalization must be at least NT$300 million (approximately US$9.78 million). However, the listed shares/ units should not exceed 50% of the issued shares of the foreign issuer.

Profitability. With regard to the profitability of an enterprise other than a technology enterprise, the enterprise must have no accumulated deficits and meet at least one of the following requirements:

• The ratio of net income before tax to shareholder’s equity for the most recent fiscal year must be at least 6%.
• Either the ratio of net income before tax to shareholder’s equity for each of the past two fiscal years must be at least 3%, or the average must be at least 3%, and the profitability in the most recent fiscal year must be better than in the preceding year.
• The income before tax for each of the most recent two years must be at least NT$250 million (approximately US$8.15 million).

A technology enterprise, at the time of the listing application must meet at least one of the following requirements:

• Shareholders’ equity must be at least two thirds of the result of share capital plus capital surplus.
• The working capital must be sufficient to operate the business for 12 months.
• Half of the working capital must be originating from main business activities according to the audited financial statements of the most recent year.

[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 and the Central Bank (Taiwan). 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. 

Secondary listing documentation

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 Financial Supervisory Commission (FSC). 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 (or, if the securities have been listed for 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.

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

Primary listing process

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

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Secondary listing process

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

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

Primary listing

Any company applying for a primary listing must have at least five board members and at least two independent directors, at least one of whom must be domiciled in Taiwan. The number of independent directors must not be less than one-fifth of the total number of directors. If the laws of the country of incorporation provide that a certain court (other than the courts in Taiwan) has exclusive jurisdiction, at least two directors must be domiciled in Taiwan.

The issuer must have an audit committee. The audit committee must include all of the independent directors and must have at least three persons, one of whom will serve as the convener of the audit committee. The issuer must also establish a compensation committee, which should consist of three members appointed by the board of directors.

The issuer must submit a self-assessment report on its corporate governance. The report is to be assessed by the underwriter, which will provide an opinion on the report.

Secondary listing

Unlike primary listed companies, there is no similar corporate governance requirement that applies to a secondary listed company.

The secondary listed company must retain a compliance adviser, who is responsible for disclosing the financial and business information of the secondary listed company on the website of the adviser on a quarterly basis after listing.

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

Primary listing

The TWSE charges a fee of NT$500,000 (approximately US$16,300) for reviewing the listing application. It also charges annual fees through a formula based on the total par value of the securities, which range from NT$100,000 to NT$450,000 (approximately US$3,260 to US$14,670).

Secondary Listing 

The TWSE charges a fee of NT$300,000 (approximately US$9,780) for reviewing the listing application. It also charges annual fees through a formula based on the total numbers/units of the securities, which range from NT$50,000 to NT$450,000 (approximately US$1,630 to US$14,670).