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1 Foreign Issuer Applying for Listing on Taiwan GTSM and Emerging Stock Market June 12, 2008.

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Presentation on theme: "1 Foreign Issuer Applying for Listing on Taiwan GTSM and Emerging Stock Market June 12, 2008."— Presentation transcript:

1 1 Foreign Issuer Applying for Listing on Taiwan GTSM and Emerging Stock Market June 12, 2008

2 2 OUTLINE 1.Snapshot of Taiwan’s Economy 2.The Status of Taiwan’s Capital Market 3.The History & Characteristics of GTSM Securities Market 4.Emerging Stock Board Registration 5.Regular Stock Board Listing 6.Conclusion

3 3 Snapshot of Taiwan’s Economy

4 4 Introduction Since the 1997 Asian financial crisis, the Taiwan economy has confronted a number of challenges, including, among others, the rise of the Chinese economy, the burst of the dot-com bubble in 2000, and SARS. In response to these challenges, Taiwan has undertaken financial reforms and economic transformation, and emerged stronger. Since the 1997 Asian financial crisis, the Taiwan economy has confronted a number of challenges, including, among others, the rise of the Chinese economy, the burst of the dot-com bubble in 2000, and SARS. In response to these challenges, Taiwan has undertaken financial reforms and economic transformation, and emerged stronger.

5 5 Economic Performance Average growth rate of the economy for the past four years ( ) was 5.2%, compared with 4.7% for Korea, one of its most important competitors. The economy is expected to grow at 4.5% in 2008 amid growing global concerns about recession. Average growth rate of the economy for the past four years ( ) was 5.2%, compared with 4.7% for Korea, one of its most important competitors. The economy is expected to grow at 4.5% in 2008 amid growing global concerns about recession. The subprime mortgage problem has had relatively limited effect on the economy. The FSC put subprime loss at US$741mn, as per yearend The subprime mortgage problem has had relatively limited effect on the economy. The FSC put subprime loss at US$741mn, as per yearend The economy is fundamentally strong. The economy is fundamentally strong.

6 6 Economic Performance Although it imports 98% of energy, and global energy prices have been significantly rising recently, Taiwan has been able to maintain price stability. e.g. the CPI growth remains less than 1% in , while it rose to 1.8% in 2007 due to the surge in global raw material prices. Although it imports 98% of energy, and global energy prices have been significantly rising recently, Taiwan has been able to maintain price stability. e.g. the CPI growth remains less than 1% in , while it rose to 1.8% in 2007 due to the surge in global raw material prices. The unemployment rate peaked at 5.17% in 2002 due to rapid migration of labor intensive manufacturing industry to China and dot com bubble. It is now at the six year low rate of 3.9% as a result of economic growth and various government policy of job creation. The unemployment rate peaked at 5.17% in 2002 due to rapid migration of labor intensive manufacturing industry to China and dot com bubble. It is now at the six year low rate of 3.9% as a result of economic growth and various government policy of job creation.

7 7 Latest Indicators GDP Growth Rate [2008forecast ]: 4.78% GDP Growth Rate [2008forecast ]: 4.78% GNP [ 2007 ] : 12,933,890million NT dollars GNP [ 2007 ] : 12,933,890million NT dollars Per Capita GNP [ 2007 ] : 566,566NT dollars Per Capita GNP [ 2007 ] : 566,566NT dollars CPI Change Rate : 3.86% (Apr. 2008) (compared with the same month last year) CPI Change Rate : 3.86% (Apr. 2008) (compared with the same month last year) WPI Change Rate : 6.18% (Apr. 2008) (compared with the same month last year) WPI Change Rate : 6.18% (Apr. 2008) (compared with the same month last year) Unemployment Rate : 3.81% (Apr. 2008) Unemployment Rate : 3.81% (Apr. 2008) The economic growth of 2008 is forecasted to 4.53%. The economic growth of 2008 is forecasted to 4.53%.

8 8 SWOT Analysis of Taiwan’s Economy Weakness Threat Strength ‧ Efficiency of Full Government ‧ Geographic center ‧ Research and development capabilities ‧ Rising market opportunities in the BRICs ‧ Rise of the BRICs and formation of regional trading blocs: Hollowing-out (?) and widening income gap ‧ Rising energy and raw material prices. Opportunity ‧ Inadequate investment in R&D and infrastructure. ‧ Fragile financial system and chronic budget deficits. ‧ Rigid labor markets ‧ Abundant high quality human resources. ‧ Excellent entrepreneurial spirit and R&D Capabilities ‧ Solid manufacturing industry base ‧ SMEs highly flexible in responding to market changes.

9 9 the 144th member of the World Trade Organization (WTO) the 144th member of the World Trade Organization (WTO) Taiwan’s overall competitiveness ranked 13, IMD’s report, “World Competitiveness, 2008 ” Taiwan’s overall competitiveness ranked 13, IMD’s report, “World Competitiveness, 2008 ” Rank the top 5 competitive countries according to the WEF Global Competitiveness Report Rank the top 5 competitive countries according to the WEF Global Competitiveness Report By the end of Mar. 2008, the foreign exchange reserves hit US$ billion By the end of Mar. 2008, the foreign exchange reserves hit US$ billion Taiwan’s Momentum

10 10 Prospects Speed up the direct transportation across the strait. Speed up the direct transportation across the strait. Relax the upper limit of 40% net value for Taiwanese businesses investing in Mainland China. Relax the upper limit of 40% net value for Taiwanese businesses investing in Mainland China. Study the amendment of“The statues of relationship between the people in Taiwan and Mainland China” and establish as early as possible the cross strait currency exchange mechanism. Study the amendment of“The statues of relationship between the people in Taiwan and Mainland China” and establish as early as possible the cross strait currency exchange mechanism. Aggressively open the door for tourists from Mainland China to visit Taiwan and invest real estate property. Aggressively open the door for tourists from Mainland China to visit Taiwan and invest real estate property. Sign the memorandum of cross strait financial market collaboration, allow capital to Mainland China Sign the memorandum of cross strait financial market collaboration, allow capital to Mainland China

11 11 The Status of Taiwan’s Capital Market

12 12 Structure of Taiwan’s Securities Market

13 13 The Status of Taiwan’s Capital Market Knowledge of the manufacturing sector and particularly the information technology companies Knowledge of the manufacturing sector and particularly the information technology companies Top 10 industries by market capitalization and trading values (End of 2007)) Industry Market Cap. % IndustryTrading Values % 1Semiconductor Semiconductor Financial&Banking Photonics Photonics8.9673PC Electronic8.5474Net Work PC7.7375Financial&Banking Net Work5.0426Electronic Energy4.517Transportation Component4.1858Component Steel3.4989Plastic Transportation Steel2.594

14 14 Enhancing the Confidence of Foreigners Foreign ownership of Taiwan stocks as a percentage of total market capitalization rose from 22.18% at the end of 2004 to 31.1% at the end of Foreign ownership of Taiwan stocks as a percentage of total market capitalization rose from 22.18% at the end of 2004 to 31.1% at the end of Year Foreign ownership of Taiwan stocks(%) The cumulated net inward remittance by Foreign Institutional Investors (US$ bn) Apr

15 15 Total Accumulated Net Inward Remittance Enhancing the Confidence of Foreigners Abolished the screening system for qualified foreign institutional investors (QFII) Source: FSC Unit: US$ billion

16 16 The percentage of foreign ownership of Taiwan stocks is growing not only in TSEC, but also in GTSM. The percentage of foreign ownership of Taiwan stocks is growing not only in TSEC, but also in GTSM. MSCI Taiwan Index including GTSM companies: MSCI Taiwan Index including GTSM companies: Foreign Capital also Flowing in GTSM Powerchip (5346 力晶 ) Semiconductor VIS (5347) 世界先進 ) Semiconductor ProMOS (5387 茂德 ) Semiconductor MOTECH (6244 茂迪 ) Optoelectronic KGI (6008 中信證 ) Finance FIRICH (8076 伍豐 ) Computer & Peripheral Equipment SAS (5483 中美晶 ) Semiconductor Wafer Works (6182 合晶 ) Semiconductor

17 17 Foreign Holding of GTSM Stock Foreign ownership of GTSM stocks (%) Trading percentage by Foreign ownership (%) Trading values by Foreign ownership (NT 100 million) , , , , ,264.6

18 18 Corporate Governance Taiwan's ranking in corporate governance rise to 4th place in the “Asia Corporate Governance report 2007” published in 2007 by Asia Corporate Governance Association. Taiwan's ranking in corporate governance rise to 4th place in the “Asia Corporate Governance report 2007” published in 2007 by Asia Corporate Governance Association. Corporate governance provides a firm foundation for the development of financial markets. A good corporate governance mechanism improves the health of the corporate sector and enhancing competitiveness. Corporate governance provides a firm foundation for the development of financial markets. A good corporate governance mechanism improves the health of the corporate sector and enhancing competitiveness. GTSM has extensive experience in promoting corporate governance and creating a positive corporate governance culture. GTSM has extensive experience in promoting corporate governance and creating a positive corporate governance culture. Based on the latest OECD Principles of Corporate Governance, GTSM requires listing companies focus on Board functions, non arms-length transactions, supervisory responsibilities for corporate governance, and corporate social responsibility. Based on the latest OECD Principles of Corporate Governance, GTSM requires listing companies focus on Board functions, non arms-length transactions, supervisory responsibilities for corporate governance, and corporate social responsibility.

19 19 The History and Characteristics of GreTai Securities Market

20 20 Importance of Taiwan’s Alternative Market SME SME -Take major part of industry composition -Entrepreneurship Taiwanese want to be their own boss rather than work for others Industry Upgrade Industry Upgrade -Shift from Labor to Capital Intensive Direct Financing vs. Indirect Financing Direct Financing vs. Indirect Financing Securities Market Segmentation and Coordination Securities Market Segmentation and Coordination GTSM plays a role as an effective fund-raising channel for the medium and small business.

21 21 GTSM’s Basics 14 years old 14 years old Non-profit organization with no stock ownership and membership Non-profit organization with no stock ownership and membership Quasi official, market-oriented Quasi official, market-oriented Each 1/3 of board member designated by SFB, appointed by major donators, and third-party respectively Full time executive 3 markets 3 markets Equities – Regular, Supervised and Emerging stocks, DRs, ETFs and warrants Bond – Government bonds, financial bonds, foreign bonds, corporate bonds, convertible bonds Financial Derivatives – Corporate bond asset swaps, forward rate agreement, index derivatives Staff Staff years old 14 years old Non-profit organization with no stock ownership and membership Non-profit organization with no stock ownership and membership Quasi official, market-oriented Quasi official, market-oriented Each 1/3 of board member designated by SFB, appointed by major donators, and third-party respectively Full time executive 3 markets 3 markets Equities – Regular, Supervised and Emerging stocks, DRs, ETFs and warrants Bond – Government bonds, financial bonds, foreign bonds, corporate bonds, convertible bonds Financial Derivatives – Corporate bond asset swaps, forward rate agreement, index derivatives Staff Staff 240

22 22 Organization Chart Board of Directors President Compliance Dept. Chairman Supervisors Information Dept Listing Exam. Dept. Bond Dept. Administration Dept. Trading Dept. Listing Supervision Dept. Auditing Dept. Planning Dept. Senior EVP Senior EVP

23 23 History of GTSM Nov. 1, 1994Established as a Government Designated Organization Nov. 1, 1994Established as a Government Designated Organization Dec. 1994QFII Allowed to Invest Dec. 1994QFII Allowed to Invest Sep. 1995Trading Rules Revised Sep. 1995Trading Rules Revised Jan. 1998Margin Trading Allowed Jan. 1998Margin Trading Allowed July 24, 2000Electronic Bond Trading System (EBTS) July 24, 2000Electronic Bond Trading System (EBTS) Jan. 1, 2002Emerging Stock Market Established Jan. 1, 2002Emerging Stock Market Established May 2002Joined IOSCO as an Affiliate Member May 2002Joined IOSCO as an Affiliate Member Dec, 2003Hosted 2nd Asia Pacific New Market Forum Dec, 2003Hosted 2nd Asia Pacific New Market Forum Nov. 2004Hosted 1st Int’l Bond Market Conference Nov. 2004Hosted 1st Int’l Bond Market Conference Mar. 2006Hosted 2nd Int’l Bond Market Conference Mar. 2006Hosted 2nd Int’l Bond Market Conference Sep. 2006Listing of Taiwan’s First Foreign Currency-Denominated Bond Sep. 2006Listing of Taiwan’s First Foreign Currency-Denominated Bond Nov. 2006First GTSM Int’l Bond “Formosa Bond” Listing Nov. 2006First GTSM Int’l Bond “Formosa Bond” Listing Embarked Overseas Taiwan Bond Market Roadshows May 2007Embarked Overseas GTSM Corporate Roadshows May 2007Embarked Overseas GTSM Corporate Roadshows Nov. 2007US Treasury Bond Quote System Go Online Nov. 2007US Treasury Bond Quote System Go Online Hosted 3rd Int’l Bond Market Conference

24 24 Beginner’s Strategies “Follower” Philosophy Position ourselves as a gateway market Cooperate and coordinate with the stock exchange Create own characteristics in market role OTC no longer stands for Over-the-Counter, but Over-the- Computer Enlarge the Market Scale Providing high-quality service and enhancing efficiency Laying great emphasis on market efficiency Improving the liquidity Increasing the incentives for issuers to list

25 25 No. of Listed Companies 1998~2007

26 26 Listed Companies by Industrial Sectors as of April 30, 2008

27 27 Higher Turnover Higher P/E

28 28 Avg. Daily Turnover NT$ Million

29 29 Higher P/E Ratios End of 2007

30 30 Individual investors’ active participation and more than 85% of total market trading volume to high tech related Sectors Retailer investors dominate the market Stock Trading Values of Major Sectors Jan.~Apr Breakdown of Trading Values for Investors Jan.~Apr. 2008

31 31 Characteristics of GTSM Multiple Trading Approaches 1.Computerized Auto Matching 2.Negotiation Trading 3.Off-Exchange Transaction

32 32 GTSM Regular Stock Listed companies (As end of May 2008) 551 Listed companies  Market Capitalization : NT1,766 bn  Daily Trading Value: NT$19.45 bn  Daily Trading Values in 2007: NT$ bn  Historical High: NT$ bn July 26, 2007

33 33 Companies Listing on GreTai Regular Board

34 34 Trading Values & Market Cap. on GreTai Regular Board

35 35 GTSM Examples of Corporate Growth IndustryAverageThe year of listing Five years later Golf Metal WoodCapital Revenue Profit Number of employees Solar EnergyCapital Revenue Profit Number of employees LCD-back Light Capital Revenue Profit Number of employees Unit: NT 100 million

36 36 Bond - Primary Market US:NT$=$32.5 Bond market size has grown at average 7% annually for the past 5 years

37 37 Bond - Issuance Composition Government bond accounts for the largest portion (2007)

38 38 -Trading Status Bond -Trading Status *Total buy and sell amount among brokers and clients. * EBTS = Electronic Bond Trading System USD:NTD=1:32.5 Currently, over 90% outright trading are through GreTai’s EBTS

39 39 Ongoing Missions of GTSM Global Semiconductor ETF, ISO CG ETF Global Semiconductor ETF, ISO CG ETF Taiwan Supervision Center 監理中心 Taiwan Supervision Center 監理中心 Operational Property Service Platform 營業用資產 服務平台 Operational Property Service Platform 營業用資產 服務平台 VCs Startups IPO 創投投資標的上櫃 VCs Startups IPO 創投投資標的上櫃 Agricultural Technology IPO 農業技術上櫃 Agricultural Technology IPO 農業技術上櫃 Development international cooperation Development international cooperation -Asia Bond Trading Platform 亞洲債券交易平台

40 40 Goal The purpose of this project is to assist these Taiwanese Enterprises listing in Taiwan including Primary listing or Secondary listing. Encouraging the foreign issuer whose product has commercial potential for the global market and the place of register is not in Taiwan applying for listing on Taiwan GTSM and Emerging Stock Market. Amending statutes and assisting corporations to list Most overseas corporations listed by issuing Taiwan Depository Receipts (TDRs) in the past. Upon amendment of relevant statutes, overseas companies will be allowed to launch primary listings, a much simplified process. 123 Plan for Attracting Overseas Companies

41 41 Listing on GTSM’s Advantages. Very favorable PE valuations for SME to raise capital for funding organic growth and sustainable development. Economic and efficient way close to high-tech and knowledge-based clusters. A platform quickly raise the issuer’s reputation. Much easier channel for SPO in stock market. Attracting outstanding employee and institutional investors.

42 42 Emerging Stock Board Registration

43 43 Purposes of Emerging Stock Board For Investors: –To establish a legal trading platform for unlisted public companies –To provide investors an legal, safe, visible market For Issuers: –To raise capital for funding organic growth –To be familiar with Corporate Governance and market rules –To increase visibility to investor public and business partners –To upgrade as a listed company For GTSM: –To maintain a fair and orderly market for SMEs trading –To provide vital support for the SMEs to upgrade to TSEC/GTSM –To enhance the competitive capability of TW capital market

44 44 Companies Registering on Emerging Stock Board Number of new registered Number of yr-end registered

45 45 Emerging Stock # Newly Registered Moved to TSEC Moved to GTSM Terminated Registration Market Cap (US$ Bn) Avg. Mkt. Cap (US$ Mn) * *Include companies applied in 2001, but listed directly in GTSM, 2002 Companies Registering on Emerging Stock Board

46 46 Annual Trading Values of Emerging Stock

47 47 Market Peculiarities Market for not-listed-yet corp. Quote-driven Negotiation-based trading ( market maker always as counterpart ) No Daily price fluctuation

48 48 GTSM Emerging Stocks Quoting /Trading System Brokers / Dealers Investors Market Makers GTSM Website/ Info. Vendors TDCC Make orders/ Deals feedback Directly negotiating/trading over the counter Settled Deals Reporting Order inputs// Deals feedback Quoting/orders execution Executed deals recordsMarket quotes and trading info. Market Trading Mechanism

49 49 Trading Stipulations-1 Trading hours Monday ~ Friday 9:00am - 3:00 pm Daily price fluctuation No limits Market maker’s quotes and investor’s orders Market maker’s quotes shall be firm priced and only on the stocks they recommended. Tick : NT$0.01 ( Min. ) Investor’s order shall be limit order. Trading unit Negotiation trading via GTSM Emerging Stock Quoting and Trading Platform : - The minimum quoting unit is 1,000 shares and minimum trading unit is 1 share. - Trading quotes shall be based on a trading unit or integral multiples. Counter Negotiation: - Every trading shall meet the minimum amount of 100,000 shares.

50 50 Trading Stipulations-2 Order execution No auto-execution system, and GTSM never involve in orders matching. Only market makers are entitled to trigger the process of order execution. Market makers have the obligation to execute the incoming orders if the orders meet or enter into the price range of their quotes. Quotes and market transactions disclosure Market maker’s best bid/offer is disclosed on the GTSM quoting and trading platform, and so is on the GTSM’s website. Through GTSM’s website, the public can inquire all posted quotes and market prices information.

51 51 Trading Stipulations-3 Margin trading Not permitted. Broker’s commission Negotiable, and with a cap ratio of 0.5% of settled trading value. Cyclic settlement period T ( RTGS; specially on bilateral agreement) or T+2 ( market regular ) Delivery Negotiation trading via GTSM Emerging Stock Quoting and Trading Platform : -via TDCC book-entry system. Counter Negotiation: -via TDCC book-entry system or on bilateral arrangement.

52 52 Foreign Investment Related Issues Market Participation Via FINI and FIDI system. Tax levy on emerging stock holding and transactions (for domestic stock) Capital gains tax: exempt. Transaction tax : 0.3% of trade value (only on sellers). Dividend, interest & other income : fitted into income tax and relative rank ratios ( for residents ) and 20% WHT ( on foreign nationals ). Foreign investment limitations Except for very few particular industries still with foreigner ownership caps, the emerging stock companies are generally with no restrictions on foreigner ownership.

53 53 Registering procedures for Emerging Stock An issuer decides to register as Emerging Stock An issuer decides to register as Emerging Stock Appointment of at least 2 recommending securities firms Appointment of at least 2 recommending securities firms Restructuring, preparation of Accountants’ Report Restructuring, preparation of Accountants’ Report Lead RSF submits application & related document to the Listing Exam. Dept, GTSM Lead RSF submits application & related document to the Listing Exam. Dept, GTSM announces approval & discloses issuer’s information GTSM announces approval & discloses issuer’s information GTSM conducts basic document reviews. GTSM conducts basic document reviews. RSFs begin making quotation and trading RSFs begin making quotation and trading At least 5 business days 3 business days

54 54 Entity 申請主體 Company limited by shares, organized and incorporated in accordance with the laws of a foreign country and do not contravene the “Act of Governing Relations between Peoples of the Taiwan Area and the Mainland Area” ( 台灣 地區與大陸地區人民關係條例 ) and related regulations. Company limited by shares, organized and incorporated in accordance with the laws of a foreign country and do not contravene the “Act of Governing Relations between Peoples of the Taiwan Area and the Mainland Area” ( 台灣 地區與大陸地區人民關係條例 ) and related regulations. Registered share, and common stock not list on the other foreign stock market. Registered share, and common stock not list on the other foreign stock market. Company has a consultant agreement 輔導契約 with securities firm. Company has a consultant agreement 輔導契約 with securities firm.

55 55 Recommending Securities Firm/Underwriter 推薦證券商 The issuer is recommended in writing by two or more securities firms, one of them shall be designated as lead recommending securities firm. 主辦推薦證券商 The issuer is recommended in writing by two or more securities firms, one of them shall be designated as lead recommending securities firm. 主辦推薦證券商 RSFs should subscribe not less than 3% of the total number of shares of the applicant company and shall not be less than 500,000 shares. RSFs should subscribe not less than 3% of the total number of shares of the applicant company and shall not be less than 500,000 shares. -provided that if 3% of the total number of shares exceed 1.5 million shares, not less than 1.5 million shares shall be allocated for subscription by the securities firms Each recommending securities firm shall severally underwrite not less than 100,000 shares. Each recommending securities firm shall severally underwrite not less than 100,000 shares.

56 56 Professional Agent for Stock Affairs 股務代理機構 The issuer has established a professional agent for stock affairs or stock affairs unit in Taipei to process stock affairs. The issuer has established a professional agent for stock affairs or stock affairs unit in Taipei to process stock affairs. Attorney代理人 The issuer shall authorize at least one contentious or non contentious attorney 訴訟或非訟代理人 who lives in Taiwan to help the issuer to enter information into the Market Observation Post System (MOPS), submit documents and so on. The issuer shall authorize at least one contentious or non contentious attorney 訴訟或非訟代理人 who lives in Taiwan to help the issuer to enter information into the Market Observation Post System (MOPS), submit documents and so on.

57 57 Market Observance Post System ( MOPS ) 公開資訊觀測站 To ensure that investors have complete and timely material information on all listed companies, GTSM and TSEC have established the Market Observation Post System (MOPS), an information disclosure platform. All public-held companies (including TSEC/GTSM listed/registered companies) are required by law to publish basic relevant information such as company profile, operational revenue, financial reports, mergers and acquisitions, convening of shareholders meetings, stock dividends and any other matters which affect companies. To ensure that investors have complete and timely material information on all listed companies, GTSM and TSEC have established the Market Observation Post System (MOPS), an information disclosure platform. All public-held companies (including TSEC/GTSM listed/registered companies) are required by law to publish basic relevant information such as company profile, operational revenue, financial reports, mergers and acquisitions, convening of shareholders meetings, stock dividends and any other matters which affect companies.

58 58 CPA and Financial Reports 簽證會計師和財務報告編製 The issuer’s financial reports shall be audited by the CPA of Taiwan or international accounting firm in alliance with CPA of Taiwan. The final audit report shall be issued by the CPA of Taiwan and without reference to any other accountant's audit. The issuer’s financial reports shall be audited by the CPA of Taiwan or international accounting firm in alliance with CPA of Taiwan. The final audit report shall be issued by the CPA of Taiwan and without reference to any other accountant's audit. The financial reports shall be denominated in NTD and prepared in Chinese that may be accompanied by an English version. The financial reports shall be denominated in NTD and prepared in Chinese that may be accompanied by an English version. The issuer’s financial reports shall be consolidated financial reports and comparing two consecutive periods. ( 兩期對照 ) The issuer’s financial reports shall be consolidated financial reports and comparing two consecutive periods. ( 兩期對照 ) In accordance with one of the following principles: In accordance with one of the following principles: ROC GAAP, US GAAP and IFRS. For accounting principles other than the Taiwan GAAP, the major differences in items and amount should be disclosed. For accounting principles other than the Taiwan GAAP, the major differences in items and amount should be disclosed.

59 59 Commitment 應承諾遵守事項 The issuer shall commit to obey the ROC Securities & Exchange Act and related regulations. The issuer shall commit to obey the ROC Securities & Exchange Act and related regulations. Court with jurisdiction over an action 訴訟管轄法院 is the Taiwan Taipei district court. Court with jurisdiction over an action 訴訟管轄法院 is the Taiwan Taipei district court. CPA or professional instrument’s special inspection 專案檢查. CPA or professional instrument’s special inspection 專案檢查. Delivery by book-entry form 帳簿劃撥. Delivery by book-entry form 帳簿劃撥. Foreign issuers shall include shareholders protection matters in its Articles of Incorporation 公司章程 or organizational documents. Foreign issuers shall include shareholders protection matters in its Articles of Incorporation 公司章程 or organizational documents.

60 60 Total Par Value of Shares TradedAnnual Trading Fee NT$300 million or less0.02 % NT$300 million to NT$500 million0.015% More than NT$500 million to NT$1 billion0.01% More than NT$1 billion to NT$2 billion0.005% More than NT$2 billion to NT$3 billion0.0025% More than NT$3 billion % Above Fees collected shall be > NT$50,000 and NT$50,000 and < NT$225,000. Initial registration handling fee: NT$20,000 Registration Fees

61 61 Others The stocks and bonds issued by the issuer could have been issued in intangible form 得無實體發行. The stocks and bonds issued by the issuer could have been issued in intangible form 得無實體發行. Par value per share will be denominated in NTD 10. Par value per share will be denominated in NTD 10. No need for operations in Taiwan. No need for operations in Taiwan. Issuer should convene shareholder’s meeting in Taiwan, provided it does not violate the law of the registered country. If law prohibit it hold outside the country, issuer should have in place a proxy or correspondence voting system. Issuer should convene shareholder’s meeting in Taiwan,, provided it does not violate the law of the registered country. If law prohibit it hold outside the country, issuer should have in place a proxy or correspondence voting system.

62 62 Emerging Stock Supervision

63 63 Regular Information Reporting Consolidated Financial report (In Chinese version) Consolidated Financial report (In Chinese version) Annual /semi-annual financial report by end of April / end of June plus 75 days Annual report Annual report by the shareholders' meeting

64 64 Irregular Information Reporting Material (Price-Sensitive) Information : Inputting the content or explanations of the information into the MOPS before the commencement of trading hours of the trading day next following the date of occurrence of the event. Material (Price-Sensitive) Information : Inputting the content or explanations of the information into the MOPS before the commencement of trading hours of the trading day next following the date of occurrence of the event. Press Conference Regarding Material Information: The company shall promptly dispatch a spokesperson or acting spokesperson to a press conference by the trading day next following the occurrence of the event or the broadcast media report, to provide explanations to the news media. Foreign companies can use video conference. Press Conference Regarding Material Information: The company shall promptly dispatch a spokesperson or acting spokesperson to a press conference by the trading day next following the occurrence of the event or the broadcast media report, to provide explanations to the news media. Foreign companies can use video conference. The issuer could authorize attorney to help the issuer to enter information (the content should be in Chinese ). The issuer could authorize attorney to help the issuer to enter information (the content should be in Chinese ).

65 65 Regular Stock Board Listing

66 66 Market Peculiarities Computerized auto matching Price priority + time priority 25 seconds matching round Daily Price fluctuation with  7% limits Negotiation trading Between two securities dealers or b/w securities dealer & investors who trade 100,000 shares or more per order Same price fluctuation limits Trading hours Auto-matching: Monday ~ Friday 9:00am - 1:30 pm Negotiation trading: Monday ~ Friday 9:00am - 3:00 pm Daily price fluctuation  7 % Limits based on opening reference price Trading unit Auto-matching: 1,000 shares or multiples (regular) 500,000 shares or above (lot trade) Negotiation trading: 100,000 shares or above Settlement & Delivery T+2 in netting base

67 67 Listing procedures for Regular Stock An issuer decides to list on GTSM An issuer decides to list on GTSM Registers as Emerging Stock for 6 months Registers as Emerging Stock for 6 months Submits listing application & related document to the Listing Exam. Dept. Submits listing application & related document to the Listing Exam. Dept. GTSM conducts formal document reviews without on-site audits GTSM conducts formal document reviews without on-site audits Hearing by Listing Committee Hearing by Listing Committee Review of listing application by L.E. Dept. Review of listing application by L.E. Dept. GTSM Board Meeting GTSM Board Meeting Approval GTSM Submits Results to SFB GTSM Submits Results to SFB ListingCeremony Successful listed in GTSM ListingCeremony Successful listed in GTSM Approval

68 68 Entity 申請主體 Company limited by shares, organized and incorporated in accordance with the laws of a foreign country and do not contravene the “Act Governing Relations between Peoples of the Taiwan Area and the Mainland Area” 台灣地區與大 陸地區人民關係條例 and related regulations. Company limited by shares, organized and incorporated in accordance with the laws of a foreign country and do not contravene the “Act Governing Relations between Peoples of the Taiwan Area and the Mainland Area” 台灣地區與大 陸地區人民關係條例 and related regulations. Registered share, and common stock not list on other stock market. Registered share, and common stock not list on other stock market.

69 69 Recommending Securities Firms/Underwriter 推薦證券商 The issuer is recommended in writing by two or more securities firms, one of them shall be designated as the lead recommending securities firm. 主辦推薦證券商. The issuer is recommended in writing by two or more securities firms, one of them shall be designated as the lead recommending securities firm. 主辦推薦證券商. The lead RSF shall be the Compliance Advisor of the issuer and help the issuer to obey the ROC Securities and Exchange Act, related regulations and the contract with GTSM within the year of listing till 2 fiscal years. The lead RSF shall be the Compliance Advisor of the issuer and help the issuer to obey the ROC Securities and Exchange Act, related regulations and the contract with GTSM within the year of listing till 2 fiscal years.

70 70 Change of Recommending Securities Firm If the issuer has changed its lead RSF, the newly appointed lead RSF should take over the advisory work and apply for GreTai listing on behalf of the foreign issuer after another six months on the Emerging Stock Board. If the issuer has changed its lead RSF, the newly appointed lead RSF should take over the advisory work and apply for GreTai listing on behalf of the foreign issuer after another six months on the Emerging Stock Board. The purpose of such requirements is to make sure that the newly appointed RSF understands the situations of the foreign issuer well before making listing application on its behalf. The purpose of such requirements is to make sure that the newly appointed RSF understands the situations of the foreign issuer well before making listing application on its behalf.

71 71 Operating History 設立年限 The issuer shall have been incorporated and registered under the regulations for no less than two full fiscal years. The issuer shall have been incorporated and registered under the regulations for no less than two full fiscal years. If company A from Silicon Valley wishes to list in Taiwan, it may establish a holding company B (in places such as the Cayman Islands) and list company B. There is no operation history requirement for company B, as long as the subsidiary company, Company A, has operated more than 2 years. If company A from Silicon Valley wishes to list in Taiwan, it may establish a holding company B (in places such as the Cayman Islands) and list company B. There is no operation history requirement for company B, as long as the subsidiary company, Company A, has operated more than 2 years.

72 72 Profit Test 獲利能力 a minimum consolidated income before tax 合併稅前純益 of NTD 4 million in the recent fiscal year. a minimum consolidated income before tax 合併稅前純益 of NTD 4 million in the recent fiscal year. the ratio of income before tax against the shareholder's equity on the final accounts: the ratio of income before tax against the shareholder's equity on the final accounts: --4% or higher for the most recent fiscal year, no accumulated loss on final account. 無累積虧損 --3% or higher for each of the past two fiscal years. --the average for the last two fiscal years is 3% or higher and the profitability in the most recent year is better year-on-year. CPA and Financial Report Same as Emerging Stock Same as Emerging Stock

73 73 Shareholder‘s Equity 股東權益 The shareholder's equity as audited and certified for the most recent period by a CPA is valued as equivalent to NT$100 million or more. The shareholder's equity as audited and certified for the most recent period by a CPA is valued as equivalent to NT$100 million or more. Attorney代理人 Same as Emerging Stock Same as Emerging Stock

74 74 Shareholding Spread 股權分散 10% or 5,000,000 shares (whichever is smaller) to be held by at least 300 shareholders holding from 1,000 shares to 50,000 shares. 10% or 5,000,000 shares (whichever is smaller) to be held by at least 300 shareholders holding from 1,000 shares to 50,000 shares. Lockup 股票集中保管 Directors, supervisors & major shareholders (holding>10%) should deposit their holding into TDCC. Directors, supervisors & major shareholders (holding>10%) should deposit their holding into TDCC. Duration is 1 years at most. 50% can be withdrawn after 6 months. Duration is 1 years at most. 50% can be withdrawn after 6 months.

75 75 Negative Listing Criteria 不宜上櫃條款 1.Against specific article of the Securities and Exchange Act 2.Finance or business cannot be independent 3.Significant abnormal transaction 4.Has committed any act in violation of the principle of honesty and good faith in the last 3 years; 5.Unable to independently perform their functions. 6.GreTai deems it improper

76 76 Corporate Governance 公司治理 The issuer shall have at least 3 independent directors and independent directors are more than 1/5 of the number of total board directors. One of independent directors must have household registration in ROC. The issuer shall have at least 3 independent directors and independent directors are more than 1/5 of the number of total board directors. One of independent directors must have household registration in ROC. The issuer shall prepare self-evaluation report regarding corporate governance and the underwriter shall assess the issuer’s self-evaluation report and prepared the assessment report. The issuer shall prepare self-evaluation report regarding corporate governance and the underwriter shall assess the issuer’s self-evaluation report and prepared the assessment report.

77 77 Investment Holding Company 投資控股公司 Definition Definition 1.Directly holds more than 50 % of the issued voting shares or has made a capital contribution of more then 50 %; 2.Indirectly through its subsidiary holds more than 50 % of the issued voting shares or has made a capital contribution of more then 50 %; or 3.Directly, and indirectly through its subsidiaries, holds more than 50 % of the issued voting shares or has made a capital contribution of more then 50 %. 70 % of the operating income as reported in the investment holding company’s consolidated financial statements shall come from the held companies. 70 % of the operating income as reported in the investment holding company’s consolidated financial statements shall come from the held companies. Holds one or more non-professional investment companies that hold no shares in applicant company. Holds one or more non-professional investment companies that hold no shares in applicant company.

78 78 Due Diligence 專案查核 In the period of listing examination, GTSM only requires due diligence of documents, but GTSM’s on-site due diligence is currently required for the IPO of domestic companies. In the period of listing examination, GTSM only requires due diligence of documents, but GTSM’s on-site due diligence is currently required for the IPO of domestic companies. During listing examination and after listing, the company should accept CPA or professional instrument’s special inspection in some special case. During listing examination and after listing, the company should accept CPA or professional instrument’s special inspection in some special case.

79 79 Total Par Value of Shares TradedAnnual Listing Fee NT$300 million or less0.04 % NT$300 million to NT$500 million0.03% More than NT$500 million to NT$1 billion0.02% More than NT$1 billion to NT$2 billion0.01% More than NT$2 billion to NT$3 billion0.005% More than NT$3 billion0.0025% Above Fees collected shall be > NT$100,000 and NT$100,000 and < NT$450,000. Initial examination fee: NT$500,000 Listing Fees 掛牌費用

80 80 Regular Stock Board Supervision

81 81 Purposes In order to encourage the openness of information flow in the securities market so as to prevent insider trading, GTSM requires listed companies to disclose their financial and operational information periodically or irregularly. GTSM also requires listed companies to announce material information through the MOPS within a certain time after events occur, or after events are reported in the media. To provide investors with more convenient and timely information, GTSM has created a simplified version of MOPS.

82 82 Listing Supervision Overview Implementation of Fair Disclosures Implementation of Fair Disclosures Improve in accounting transparency Improve in accounting transparency Information disclosure Routine and exceptional administration regarding listed companies Execute disciplinary action of GTSM Tighten Market Surveillance Tighten Market Surveillance Collate and Announce Data of Listed Companies Collate and Announce Data of Listed Companies

83 83 Information Disclosure for Listed Companies Prompt Disclosure : Material Information Prompt Disclosure : Material Information Monthly Monthly Operating revenue (Foreign Listed exempted) Balance of endorsements and loans of funds Information on derivatives trading Quarterly Quarterly Financial report Financial report Web Site: mops.tse.com.tw Web Site: mops.tse.com.tw

84 84 Material information 重大訊息 Matters having material effect on company finances or business including but not limited to: Matters having material effect on company finances or business including but not limited to: Suspension of work Change of main management or ownership, contentious or non contentious attorney Important memorandum or strategic alliance or plan Merger, spin-off, acquisition Bankruptcy, checks rebounds Lawsuit or litigation ….The regulations outline 49 (36 for Emerging) types of material information for foreign issuers Inputting the content of the information into MOPS before the next day of the event occurrence, or the mass media reportage, the press release Inputting the content of the information into MOPS before the next day of the event occurrence, or the mass media reportage, the press release A breach penalty of NT$30,000 A breach penalty of NT$30,000

85 85 Press Conference Regarding Material Information 重大訊息說明記者會 Press Conference Regarding Material Information: The company shall promptly dispatch a spokesperson or acting spokesperson to a press conference by the trading day next following the occurrence of the event or the broadcast media report, to provide explanations to the news media. Foreign companies can use video conference. Press Conference Regarding Material Information: The company shall promptly dispatch a spokesperson or acting spokesperson to a press conference by the trading day next following the occurrence of the event or the broadcast media report, to provide explanations to the news media. Foreign companies can use video conference. The regulations outline 26 (13 for Emerging) types of criteria for foreign issuers to hold a press conference. The regulations outline 26 (13 for Emerging) types of criteria for foreign issuers to hold a press conference.

86 86 Financial Reports Filing Deadlines: Filing Deadlines: Annual report -- 4/30 First Quarter report -- 4/30 (domestic) 5/31 (foreign) First Half Year Report -- 8/31 (domestic) 9/30 (foreign) Consolidated First Half Year Report -- 9/30 Third Quarter Report -- 10/31 (domestic) 11/30 (foreign) Filing CPA’s opinion and major financial reports online and send a full hardcopy to GTSM. Filing CPA’s opinion and major financial reports online and send a full hardcopy to GTSM.

87 87 Routine and Exceptional Administration Exceptional Administration Exceptional Administration Perform after companies have “Critical Events” Critical Events: Dishonor of checks due to insufficient deposits Dishonor of checks due to insufficient deposits Liquidation of insider’s stocks by bank Liquidation of insider’s stocks by bank Implementation of plan for the offering stock or bond seriously delayed or change substantially Implementation of plan for the offering stock or bond seriously delayed or change substantially Analyze Critical Events to understand the impact to the company. Foreign company should accept GTSM appointed CPA or professional instrument’s special inspection in some special case.

88 88 Disciplinary Action of GTSM Penalty Penalty Upon violation of information disclosure rules Set as altered-trading-method category Set as altered-trading-method category Net worth lower than 50% of paid-in capital CPA issues a qualified audit report Dishonor of checks due to insufficient deposits Termination of trading Termination of trading Fails to file financial report on time CPA issues an audit report containing a disclaimer of opinion or an adverse opinion Delist from GTSM Delist from GTSM Adjudicated bankrupt by a court Negative net worth

89 89 A healthy and orderly market should be able to protect investors’ rights and privileges and suppress manipulation and insider trading. In accordance with the regulations of Market Surveillance, GTSM discloses information on a daily basis about abnormal securities trading in order to alert investors and protect investors’ rights. GTSM may take disciplinary measures, as defined in the regulations, to constrain abnormal market behavior and prevent possible damage to the market. Market Surveillance of GTSM

90 90 On-line Surveillance Operates during trading hours (9:00~13:30) Operates during trading hours (9:00~13:30) Computer system detects abnormal securities automatically (On-line Automatic Detecting System) Computer system detects abnormal securities automatically (On-line Automatic Detecting System) Main detecting targets: Main detecting targets: Price fluctuation : over 9%, difference between GTSM index over 5% Price movement: over 6%, difference between GTSM index over 4% Turnover rate :over 10% Trading volume : over 10,000 units

91 91 On-line Surveillance Consequent measures, after the abnormal securities found, include: Consequent measures, after the abnormal securities found, include: Real time analyze (e.g. contiguous price moving, trading concentration … ) Browse market-prevailed information by Cyber-Browsing System Inform related company to clarify or justify critical information on MOPS Notify brokerage firm to watch out the transaction of abnormal customers and prevent their default

92 92 Operates after trading hours Operates after trading hours Main projects: Main projects: Notify brokerage firm to watch out the transaction and prevent customers’ default (by written notice) Declare warning name-list of certain securities that meet with alarming criteria Undertake necessary countermeasures on certain securities that meet with special disposal criteria Off-line Surveillance

93 93 Warning Information Securities Warning Information Securities Targeting items: Targeting items: Price movement Price movement Trading volume Trading volume Turnover rate Turnover rate PER, PBR PER, PBR Countermeasures: Countermeasures: Declare warning name-list of targeted securities Declare warning name-list of targeted securities Preliminary analysis Preliminary analysis Off-line Surveillance

94 94 Special Disposal Securities 處置股票 Been declared as Attention Security 注意股票 for certain amount of days within a certain day period Been declared as Attention Security 注意股票 for certain amount of days within a certain day period Countermeasures: Countermeasures: Manually matching 人工撮合 with prolonged time interval Manually matching 人工撮合 with prolonged time interval Requiring pre-funding and securities pre-collected 預收款 券 Requiring pre-funding and securities pre-collected 預收款 券 Imposing restriction upon total daily order volume Imposing restriction upon total daily order volume Suspending trading Suspending trading Off-line Surveillance

95 95 Types of Illegal Transactions Market manipulation Market manipulation Fail to perform settlement Matched orders Artificial raising, lowering or fixing price Wash sale (create brisk trading impression) Spread rumors or false information

96 96 What is Insider Trading? Article of the Securities and Exchange Act stipulates that "upon learning any information which will have a material impact on the price of an issuing company's securities, and prior to the public disclosure of such information or within 12 hours after its public disclosure, the person holding such information shall not purchase or sell shares of the company which are listed on an exchange or an over- the-counter market, or any other equity-type security of the company. Article of the Securities and Exchange Act stipulates that "upon learning any information which will have a material impact on the price of an issuing company's securities, and prior to the public disclosure of such information or within 12 hours after its public disclosure, the person holding such information shall not purchase or sell shares of the company which are listed on an exchange or an over- the-counter market, or any other equity-type security of the company.

97 97 What is Insider? Director, supervisor, and/or managerial officer of the company, and/or a person designated to exercise powers as representative. Director, supervisor, and/or managerial officer of the company, and/or a person designated to exercise powers as representative. Shareholders holding more than 10% of the shares of the company (“Substantial Shareholder”). Shareholders holding more than 10% of the shares of the company (“Substantial Shareholder”). Any person who has obtained the information by reason of occupational or controlling relationship with the company. For example, employees, attorneys or accountants. Any person who has obtained the information by reason of occupational or controlling relationship with the company. For example, employees, attorneys or accountants. Employees or shareholders of a holding company who learn information about a subsidiary Employees or shareholders of a holding company who learn information about a subsidiary A person who, though no longer among those listed in (one of) the preceding statuses, has only lost such status within the last 6 months. A person who, though no longer among those listed in (one of) the preceding statuses, has only lost such status within the last 6 months. Any person who has obtained the information from any of the persons named in the preceding statuses. Any person who has obtained the information from any of the persons named in the preceding statuses.

98 98 At least 3 days prior to transfer, insiders must register their intention of transferring shares that have satisfied the holding period requirement and within the daily transfer allowance ratio following registration, However, this requirement shall not apply to transfers totaling less than 10,000 shares per exchange day. At least 3 days prior to transfer, insiders must register their intention of transferring shares that have satisfied the holding period requirement and within the daily transfer allowance ratio following registration, However, this requirement shall not apply to transfers totaling less than 10,000 shares per exchange day. File a report of the changes in the number of shares they held during the preceding month File a report of the changes in the number of shares they held during the preceding month The insiders shall file, by the fifth day of each month, a report with the issuer of the changes in the number of shares they held during the preceding month. The insiders shall file, by the fifth day of each month, a report with the issuer of the changes in the number of shares they held during the preceding month. The issuer shall compile and file such report of changes by the fifteenth day of each month. The issuer shall compile and file such report of changes by the fifteenth day of each month. Insider’s Registration for Transfers 申報持股轉讓

99 99 Conclusion

100 100 Thank You !!!


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