Syndicate Legal Advisory Services prepares the complete legal documentation package required to register a company on the Emerging Stock Market and to list its shares on the Taipei Exchange Mainboard or the Pioneer Stock Board, or to list Taiwan Depositary Receipts on TPEx for a company already listed on an approved overseas exchange. Working alongside the company’s management, the recommending securities firms acting as sponsors and underwriters, the Taiwanese certified public accountants, and the company’s Taiwan stock affairs agent, we draft, assemble, and organize every document TPEx, the Financial Supervisory Commission, and the Central Bank of the Republic of China (Taiwan) require — for a foreign-company primary listing following Emerging Stock Market registration, a Pioneer Stock Board listing by an innovative pre-profit company, a TDR secondary listing by a company already listed in the United States, or a later transfer from TPEx to the Taiwan Stock Exchange — so each application is submitted complete, internally consistent, and ready for review.
Scope of work includes:
Pre-application and platform analysis — written assessment of the company against the TPEx Mainboard listing requirements for foreign issuers (operating history, paid-in capital or net worth, profitability or market-value tests, and shareholder-distribution requirements), the Pioneer Stock Board’s eligibility conditions for innovative companies (including the required industry-authority evaluation and the qualified-investor trading restriction), the Emerging Stock Market registration requirements, and the TDR eligibility criteria, together with the FSC’s restrictions on issuers with PRC shareholders, management, or operations and its requirements for the issuer’s jurisdiction of incorporation, with a gap memo identifying the achievable platform and route and what must be addressed before filing.
Pre-listing structuring documents — where the company elects to list through an offshore holding company in a jurisdiction the FSC accepts, the U.S. board and shareholder resolutions, share-exchange or contribution agreements, and intercompany arrangements establishing that structure, the documentation of the chain of ownership from the U.S. shareholders to the listing vehicle, and the corporate housekeeping the recommending securities firms will examine.
Emerging Stock Market registration package — preparation of the ESM registration application and supporting documents, the sponsorship agreements with the recommending securities firms (including the lead recommending firm’s market-making undertaking during the ESM period), the recommending firms’ evaluation reports, the stock affairs agent appointment, the Taiwan litigation and non-litigation agent appointment, and the documents supporting the mandatory pre-listing trading period and its disclosure obligations.
TPEx Mainboard or Pioneer Stock Board listing application package — preparation of the listing application and its supporting documents in the form TPEx prescribes, the recommending securities firms’ evaluation reports and declarations, the directors’ and officers’ declarations, the foreign-issuer undertakings, the shareholder register and distribution analysis, the ESM trading-period compliance record, and, for the Pioneer Stock Board, the innovation evaluation materials and the qualified-investor arrangements.
Securities and Exchange Act registration and prospectus — drafting and coordination of the FSC registration filing and the Chinese-language prospectus for a public offering in Taiwan, with the Taiwanese CPA audit reports, the certified Chinese translations of the company’s constitutional documents, material contracts, and home-country financial statements, the underwriting documentation for the public offering, and the Central Bank foreign-exchange approvals for the inflow and remittance of proceeds.
TDR documentation — for a secondary listing, the depositary agreement with the Taiwan depositary bank, the custodian arrangements for the underlying shares, the TDR terms (ratio, dividend conversion, voting-instruction mechanics, and cancellation rights), the FSC registration and TPEx listing application for the TDRs, and the Chinese-language disclosure document incorporating the company’s U.S. filings.
Foreign-issuer compliance documents — the documents required specifically of foreign companies in Taiwan: the undertaking to comply with Taiwanese shareholder-protection standards, documentation that the company’s constitutional documents provide protections comparable to Taiwan’s Company Act and Securities and Exchange Act, the resident disclosure contact designation, and the tax registrations for the issuer and the offering.
U.S. securities law coordination — Regulation S structuring for the Taiwanese offering, confirmation that the listing creates no new Securities Act or Exchange Act registration obligation, conforming disclosure in the company’s U.S. periodic reports where it maintains them, and reconciliation of the Taiwanese and U.S. disclosure timetables.
Corporate governance documents — amendments to the constitutional documents to meet FSC and TPEx requirements for listed companies, including independent directors and an audit committee, board and shareholder resolutions authorizing the registration, listing, and offering, the corporate governance and sustainability frameworks under the TPEx best-practice principles, and the English-language mirror versions the U.S. parent’s board will act on.
Insider and ownership-reporting compliance — insider shareholding reports and transfer-declaration procedures under the Securities and Exchange Act, the 10% shareholder reporting regime, insider trading and fair-disclosure procedures, and integration with the company’s U.S. Section 16, Schedule 13D/13G, and Regulation FD processes.
Exchange and regulator correspondence — preparation of English-language drafts and supporting materials for responses to TPEx review inquiries at the ESM registration and listing stages, FSC registration comments, and the recommending securities firms’ due-diligence requests, for finalization and filing by Taiwanese counsel.
Post-listing compliance toolkit — a bilingual calendar and template set covering ongoing obligations: annual, semi-annual, and quarterly financial reports and the annual report filed through the Market Observation Post System, material-information disclosure, shareholders’ meeting procedures, insider reporting, the foreign-issuer disclosure requirements, the continued-eligibility conditions of the chosen platform, and the interaction with the company’s U.S. reporting calendar, delivered at closing.
Deliverable: a fully assembled, indexed application binder (electronic and hard copy) for each stage — Emerging Stock Market registration and TPEx listing — with a filing checklist mapped to TPEx’s foreign-issuer document list, and a reviewer-ready version of each document for execution by the company’s officers.
Engagement structure: flat-fee document preparation, scoped by platform (TPEx Mainboard or Pioneer Stock Board), route (foreign-company primary listing or TDR secondary listing), and stage (Emerging Stock Market registration, listing application, and offering), with milestone billing tied to the pre-application memo, ESM registration, listing-application package, and final listing.