• Font Size：
  • S
  • M
  • L
友善列印
WORD

Chapter Content

Title：

Operating Rules of the Taiwan Stock Exchange Corporation  CH

Amended Date： 2024.03.11 (Articles 43 amended,English version coming soon)
Current English version amended on 2022.04.28 
Categories： Basic Laws and Regulations
Article Content Chapter Content Search Article No. Search Legal Basis Subordinate Legislation Amended Article Attachment Legislative History Chinese 
   Chapter IV-1 Listed Company Mergers And Acquisitions
53-1    Upon a merger between a TWSE listed or TWSE primary listed company and a TWSE (or Taipei Exchange) listed company or TWSE (or Taipei Exchange) primary listed company or TWSE (or Taipei Exchange) secondary listed company, if the surviving company after the merger remains a TWSE listed or TWSE primary listed company, the securities of the non-surviving company shall be delisted. If by reason of the merger, the surviving company issues new shares or certificates of entitlement to new shares of the same class of stocks that are already listed, the TWSE listing of the shares may commence from the record date of the merger; provided, trading of the securities of the non-surviving company shall be suspended 8 trading days before the record date of the merger (and non-inclusive of that date), and a delisting application shall be completed and filed with the TWSE, annexing the relevant documents, at least 30 trading days before the record date of the merger (and non-inclusive of that date).
 Info
53-2    Where a TWSE listed company merges with a company that is neither listed on the TWSE nor on the Taipei Exchange, by using as consideration a follow-on issue (whether by public offering and issuance or private placement) of shares or securities that may be converted into or may be used to subscribe shares, and the surviving company after the merger remains a TWSE listed company, except in the case of a securities, financial, or insurance company with special approval from the authority in charge of the industry concerned or where the TWSE listed company merges with a subsidiary of which it holds 90 percent or more of the outstanding shares, all the following conditions shall be met by the company that is neither listed on the TWSE nor on the Taipei Exchange:
  1. The financial data of the merged company that is neither listed on the TWSE nor the Taipei Exchange and the consolidated financial data of the merging and merged companies satisfy the profitability requirements of TWSE listed companies enumerated in Article 4 of the TWSE Rules Governing Review of Securities Listings; provided, the above shall not apply under either of the following circumstances:
    1. The net worth per share of the surviving company, both in the most recent financial year and on the most recent pro forma financial report, is higher than the net worth per share of the original TWSE listed company. Where the above proviso is satisfied, if the TWSE listed company or the merged company that is neither TWSE listed nor Taipei Exchange listed, from the date next following the date of the balance sheet in the most recent financial report to the date the application is filed with the TWSE, undergoes any material change in capital affecting the net worth per share, such as a capital increase or reduction or distribution of dividends, the net worth per share of the surviving company shall be higher than the net worth per share of the original TWSE listed company, and the attesting CPA shall submit a review opinion following the imputed adjustment.
    2. An express opinion of the Industrial Development Bureau, Ministry of Economic Affairs is obtained concluding that the merger will improve synergy effectively.
  2. The merged company that is neither listed on the TWSE nor the Taipei Exchange is free of the circumstances specified in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, 7, 8, and 12 of the TWSE Rules Governing Review of Securities Listings.
  3. The most recent annual financial reports of the merged company that is neither listed on the TWSE nor the Taipei Exchange have been audited by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports of public companies, and the auditor issues an unqualified opinion.
    Where a TWSE listed company merges with a foreign company meeting the conditions set forth in the Business Mergers and Acquisitions Act, the foreign company, unless it is a TWSE (or Taipei Exchange) primary listed company or TWSE (or Taipei Exchange) secondary listed company, or its stock is listed and traded on the main board of an overseas securities market approved by the Competent Authority, or it is a subsidairy of which the TWSE listed company holds 90 percent or more of the outstanding shares, shall comply with the provisions of Article 53-3, paragraph 1, subparagraph 2, and the TWSE listed company additionally shall submit the following documents:
  1. Documentation of foreign investment approval by the Ministry of Economic Affairs Investment Commission.
  2. An opinion by a Taiwan CPA regarding the differences in accounting principles applied in the Republic of China (Taiwan) and in the foreign company's home country and the resultant effects on the financial report.
  3. A written report analyzing and explaining the reasonableness of the share exchange ratio and price and overall synergy at the time of the merger between the TWSE listed company and the foreign company, issued by a CPA other than the original attesting CPA who is approved by the Competent Authority to perform auditing and attestation of financial reports of public companies.
    For the purposes of this chapter, an overseas securities market approved by the competent authority is as defined in Article 23 of the Supplementary Provisions to the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings.
 Info
53-3    Where a TWSE primary listed company, under the laws and regulations of the country in which it is registered, merges with any other company by using as consideration a follow-on issue of new shares or securities that may be converted into or may be used to subscribe shares, and the surviving company after the merger is to remain a TWSE primary listed company, the TWSE primary listed company shall submit the documents prescribed in Article 53-2, paragraph 2, subparagraphs 2 and 3, and the other company shall meet all of the requirements listed below:
  1. If the other company is a domestic company that is neither listed on the TWSE nor the Taipei Exchange, it shall comply with the conditions set out in all of the subparagraphs of Article 53-2, paragraph 1.
  2. If the other company is a foreign company that is neither a TWSE (or Taipei Exchange) primary listed company nor a TWSE (or Taipei Exchange) secondary listed company, or whose stock is not listed and traded on the main board of an overseas securities market approved by the Competent Authority, it shall comply with all the conditions set out in each following item;
    1. The financial data of the merged company and the consolidated financial data of the merging and merged companies each satisfy the requirements of Article 28-1, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings, unless the proviso of Article 53-2, paragraph 1, subparagraph 1 is conformed to.
    2. The company is free of the circumstances under which TWSE listing is inappropriate as specified in Article 28-8, subparagraphs 1, 3, 4, and 5 of the TWSE Rules Governing Review of Securities Listings; and is also free of any circumstance under which there has been a material deficiency in the execution of the company's internal control system.
    3. The company's financial reports of the most recent fiscal year have been audited by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports of public companies, and the auditor issues an unqualified opinion.
    Subparagraphs 1 and 2 of the preceding paragraph do not apply if the other company with which the TWSE primary listed company merges is a subsidiary of which said company holds at least 90% of the issued shares.
 Info
53-4    When a TWSE listed company or primary listed company issues new shares due to a merger, if those shares are of a different class from the TWSE listed securities, then those shares shall conform respectively to Article 14, paragraphs 2 and 3, and Article 28-12, paragraphs 2 and 3, of the Rules Governing Review of Securities Listings before listing, unless otherwise stipulated by laws and regulations.
 Info
53-5    When a TWSE listed or TWSE primary listed company is to conduct a merger pursuant to Articles 53-1 to 53-3, the surviving TWSE listed or TWSE primary listed company shall submit an application form attaching the relevant documents (attachments). After the TWSE has examined and approved the application, it shall send the company a written opinion approving the merger. The written opinion shall state "This approval letter is provided only for purposes of the applicant company filing for registration with the Competent Authority for capital increase and issuance of new shares as a result of merger. If the registration filing fails to become effective, this approval letter shall become void."
    The termination of the Agreement for Listing of the securities of a TWSE listed or TWSE primary listed company under the preceding paragraph shall be reported by the TWSE to the Competent Authority for recordation.
 Info
53-6    Where a TWSE listed or TWSE primary listed company is to conduct a merger pursuant to Article 53-2 or 53-3, and the additional common shares or overseas depositary receipts issued (whether by public offering or private placement) due to the said merger will account for 10 percent or more of the aggregate shares already issued and anticipated to be issued by the TWSE listed or TWSE primary listed company, any directors, supervisors, and shareholders holding more than 10 percent of the issued shares of the non-surviving company shall place in centralized custody in compliance with all of the below-listed provisions any additional common shares (including those publicly offered and issued or privately placed) or overseas depositary receipts issued due to the merger that they hold. However, this requirement shall not apply where a TWSE listed company merges with a subsidiary of which it holds 90 percent or more of the outstanding shares.
  1. Such persons obtaining common shares publicly offered and issued due to the merger shall place into centralized custody with the central securities depository approved for establishment by the competent authority all of the common shares publicly offered and issued due to the merger that they hold, and in aggregate not less than the number of shares calculated under Article 10, paragraph 2 of the TWSE Rules Governing Review of Securities Listings for the total amount of common shares offered and issued as a result of the merger. In case of shortage, negotiation shall be made with other shareholders holding common shares publicly offered and issued due to the merger to make up the shortfall. Of the shares placed in central custody, one-half may be withdrawn after a full 6 months has elapsed from the date that listed trading thereof commences. The remaining portion of shares may be withdrawn in full only after one full year has elapsed from the date that listed trading commences.
  2. Such persons obtaining privately placed common shares due to the merger shall issue a written undertaking not to transfer the shares within a certain period. The written undertaking shall furthermore state: "The Taiwan Stock Exchange Corporation may from time to time send personnel to carry out spot checks to ascertain whether I have faithfully abided by my undertaking not to transfer the common shares I have obtained through private placement due to the merger. After expiration of the period in which I have undertaken restricted transfer, for those shares I obtained due to the merger that are still classified as privately placed common shares, I shall continue to abide by the restrictions on transfer under Article 43-8 of the Securities and Exchange Act." The total ratio of privately placed common shares subject to the undertaking regarding restriction of transfer referred to above and the period of the restriction of transfer shall accord with the provisions of the preceding subparagraph.
  3. Such persons obtaining overseas depositary receipts issued for capital increase due to merger shall provide a written undertaking that for a certain period of time they shall not redeem or transfer the overseas depositary receipts held by them, and the surviving company after the merger shall incorporate provisions restricting redemption into the contract signed and entered into with the custodian institution. The total ratio of overseas depositary receipts subject to restriction of redemption or transfer and the period of the restriction shall accord with the provisions of subparagraph 1.
    The provisions regarding the total ratio of shares subject to centralized custody, as referred in the preceding paragraph, need not apply where a TWSE listed company or TWSE primary listed company merges with a subsidiary company of which it holds 50 percent or more of the outstanding shares.
 Info
53-7    Where a TWSE listed company or TWSE primary listed company will become a non-surviving company upon a merger with another company that is not listed on the TWSE (nor listed on the Taipei Exchange), the TWSE listed company or TWSE primary listed company shall submit an application, with relevant documentation, to the TWSE no later than 30 business days before the record date of the merger. After the TWSE has reviewed the application for compliance with regulations, trading of the company's securities shall be suspended beginning 2 business days prior to (and non-inclusive of) the book closure date, and its securities shall be delisted from the record date of the merger.
    Upon a merger of a TWSE listed company or TWSE primary listed company with another company in accordance with the Business Mergers And Acquisitions Act or laws and regulations of the country of registration with new shares issued or cash paid by the parent company of such other company as consideration for the assignment of shares by the TWSE listed company or TWSE primary listed company, if the TWSE listed company or TWSE primary listed company becomes a wholly owned subsidiary of the parent company of the other company as a result, the listed company shall submit an application, with relevant documentation, to the TWSE no later than 30 business days before the record date of the merger. After the TWSE has reviewed the application for compliance with regulations, trading of the company's securities shall be suspended beginning 2 business days prior to (and non-inclusive of) the book closure date, and its securities shall be delisted from the record date of the merger.
53-8    When a TWSE listed company merges with an unlisted company and the TWSE listed company is a non-surviving company, the surviving or newly-incorporated unlisted company, within 1 year after the merger record date, may apply to the TWSE for listing if it meets the requirements set out in all the following subparagraphs:
  1. At the time of the application for merger, at least 80 percent of its operating revenue and identifiable assets as stated on its latest-period financial report audited or reviewed by a CPA is derived from business items or assets originally from the merged listed company, and its liabilities may not exceed two-thirds of its total assets.
  2. Capitalization: complies with the provisions of Article 4, paragraph 1, subparagraph 2 of the TWSE Rules Governing Review of Securities Listings.
  3. Profitability: after imputation based on the surviving unlisted company's latest-period financial data, complies with the provisions of Article 4, paragraph 1, subparagraph 3 of the TWSE Rules Governing Review of Securities Listings. However, this requirement does not apply if the post-merger surviving company's net worth per share on the latest-period financial report audited or reviewed by a CPA is greater than the non-surviving listed company's net worth per share on its financial report audited or reviewed by a CPA for the latest period before the merger record date. When the above proviso is satisfied, if the TWSE listed company, and the surviving or newly-incorporated unlisted company have different par values per share, the comparison of net worth per share shall be based on an imputation adjustment to the same par value, and the attesting CPA shall submit a review opinion following the imputation adjustment.
  4. Shareholding dispersion: complies with Article 4, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings.
  5. The non-surviving listed company was free of any and all circumstances set out in Articles 49, 50, and 50-1 before the merger record date, and its net worth per share was stated at not less than the par value per share on the financial reports audited or reviewed by a CPA for both the most recent period and most recent fiscal year before the merger record date.
  6. Financial reports: a CPA shall have audited or reviewed the latest-period financial report, and issued a signed audit report or a review report containing an unqualified conclusion; or, if an audit report containing other than an unqualified opinion is issued, it does not affect the fair presentation of the financial report.
  7. Complies with Article 4, paragraph 1, subparagraph 5, and Articles 18 and 19 of the TWSE Rules Governing Review of Securities Listings and is free of any of the circumstances set out in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, 8, 9, and 12 of those Rules.
    Before its securities are listed, the surviving unlisted company under the preceding paragraph shall deposit stock in central custody and conduct a pre-listing public offering in accordance with Articles 10 and 11 of the TWSE Rules Governing Review of Securities Listings.
 Info
53-9    Where a TWSE listed company, pursuant to Article 27 of the Business Merger and Acquisition Act, conducts a general purchase and assumption of, or pursuant to Article 185, paragraph 1, subparagraph 3 of the Company Act or other laws or regulations, receives transfer of shares, business, or assets from, another company that is neither TWSE listed nor Taipei Exchange listed, and uses as consideration shares, or securities that may be converted into or may be used to subscribe shares, if such transaction reaches any of the following standards, that company that is neither TWSE listed nor Taipei Exchange listed shall additionally comply with the conditions set out in each subparagraph of Article 53-2, paragraph 1, and that company that is neither TWSE listed nor Taipei Exchange listed and any director, supervisor, or shareholder holding 10 percent or more of the shares thereof who has holdings of the new common shares or overseas depositary receipts issued (whether by public offering or private placement) by the TWSE listed company for such capital increase additionally shall, in accordance with the provisions of Article 53-6, deposit the share certificates into central custody, or issue a written undertaking not to redeem or transfer them within a certain period of time:
  1. If the book entry amount of the shares, or securities that may be converted into or may be used to subscribe shares, that are obtained by the unlisted company as a result of being acquired reaches 70 percent or more of the book net asset value thereof, or the shares, or securities that may be converted into or may be used to subscribe shares, that are paid by the listed company for the acquisition reach 10 percent or more of the aggregate shares already issued and anticipated to be issued by the listed company.
  2. If the total number of shares acquired from shareholders of the unlisted company reaches 70 percent or more of its issued shares.
  3. If the operating revenue or operating income or book net asset value of a division being demerged from the unlisted company to the listed company reaches 70 percent or more of its entire operating revenue or operating income or book net asset value, or reaches 10 percent or more of the entire operating revenue or operating profit or book net asset value on the listed company's pro forma financial statements.
    If the acquired company referred to in the preceding paragraph is a foreign company, Article 53-2, paragraph 2 shall apply mutatis mutandis.
    When a TWSE primary listed company, under the laws and regulations of the country in which it is registered, receives transfer of shares, business, or assets of any other company, and uses shares, or securities that may be converted into or may be used to subscribe shares, as consideration, if such transaction reaches any of the standards set out in paragraph 1, that other company shall also meet the requirements set out in each subparagraph of Article 53-3.
    When a TWSE listed company or TWSE primary listed company is to conduct an acquisition under this article, it shall complete an application form and attach the relevant documents (attachments). After the TWSE has examined and approved the application, it shall send a written opinion approving the acquisition to the company. The written opinion shall state "This approval letter is provided only for purposes of the applicant company filing for registration with the Competent Authority for capital increase and issuance of new shares as a result of acquisition. If the registration filing fails to become effective, this approval letter shall become void."
 Info
53-10    Where a TWSE listed company, pursuant to Article 27 of the Business Merger and Acquisition Act, undergoes a general assignment, or pursuant to Article 185, paragraph 1, subparagraph 2 of the Company Act or other laws or regulations, assigns business or assets, it shall, at least 30 business days prior to the assignment record date, file the application with the TWSE, and may remain listed if all required documents have been submitted to the TWSE, and, after review by the administering department, none of the following conditions is found:
  1. The pro forma operating revenue or operating income as stated in the pro forma financial statements audited by a CPA, excluding the business or assets under assignment, for each of the most recent 2 accounting years, has declined by 50 percent or more, compared with the operating revenue (including discontinued operations) or operating income (including discontinued operations) as stated in the financial statements of the same period.
  2. The pro forma operating loss as stated in the pro forma financial statements audited by a CPA, excluding the business or assets under assignment, for each of the most recent 2 accounting years is greater than the operating loss (including discontinued operations) as stated on the financial statements of the same period.
    Where pursuant to the preceding paragraph a TWSE listed company establishes an investment holding company, and the said investment holding company complies with Article 20, paragraph 1, subparagraphs 1, 2, 4, 5, 7, 8, 9 and 11 of the TWSE Rules Governing Review of Securities Listings and holds 100 percent of the transferee company's shares, the listing may be continued and the provisions of paragraphs 1 and 2 of the preceding paragraph shall not apply, and an application shall be filed with the TWSE for amendment to the content of listed securities pursuant to Article 45.
     The financial reports referred to in the subparagraphs of paragraph 1 mean parent company only financial reports, or if the company does not have any subsidiary, mean individual financial reports.
Info
53-11    Where a single TWSE listed company, pursuant to Article 34 of the Business Mergers and Acquisitions Act, converts its shares to another newly established or already TWSE listed or TWSE primary listed existing company, and becomes a 100 percent held subsidiary of such newly established or already TWSE listed or TWSE primary listed existing company, the securities of the newly established or already TWSE listed or TWSE primary listed existing company shall be listed after completion of procedures for listing shares or new shares, and the securities of the original listed company shall be delisted on the record date of the share conversion.
53-12    The provisions of the preceding article shall also apply in cases where a single or multiple companies limited by shares or a foreign company converts shares into a newly established or existing TWSE listed or TWSE primary listed company; provided that if a company that is neither TWSE listed nor Taipei Exchange listed converts shares together therewith, the said unlisted company, unless a subsidiary of which the TWSE listed or TWSE primary listed company holds at least 90% of the shares, shall conform to the provisions of all the following subparagraphs:
  1. Profitability shall comply with subparagraph 3 of paragraph 1 of Article 4 of the TWSE Rules Governing Review of Securities Listings, unless the proviso of Article 53-2, paragraph 1, subparagraph 1 is conformed to.
  2. There shall not exist any circumstance specified in subparagraphs 1, 3, 4, 6, 7, 8, or 12 of paragraph 1 of Article 9 of the TWSE Rules Governing Review of Securities Listing.
  3. The financial report for the most recent fiscal year shall have been audited by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports of public companies and issued an unqualified opinion from such CPA.
    If any company participating in the share conversion is a foreign company, Article 53-2, paragraph 2 shall apply mutatis mutandis.
 Info
53-13    Where a TWSE listed company establishes an investment holding company by means of share conversion pursuant to Article 53-11 or Article 53-12, such investment holding company shall comply with the provisions of subparagraphs 1, 2, 4, 5, 7, 8, and 9 of paragraph 1 of Article 20 of the TWSE Rules Governing Review of Securities Listings before it may be listed.
 Info
53-14    When a company limited by shares or a foreign company converts its shares to another newly established company under Article 53-11 to 53-13, the TWSE listed company or TWSE primary listed company whose converted shares are anticipated to account for the greatest proportion of the anticipated issued shares of the newly established company shall carry out with the TWSE the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and after the TWSE has reviewed the application for compliance with regulations, the trading of such company's(ies') originally listed securities shall be suspended 2 trading days prior to (and non-inclusive of) the book closure date, and the securities shall be delisted from the record date of the share conversion; provided, if shares of a single or multiple TWSE listed or Taipei Exchange listed companies are converted into a newly established company to form an investment holding company, the securities of the investment holding company may be listed and traded from the record date of the share conversion, but trading of the originally listed securities shall be suspended beginning 8 days before the record date of the share conversion (counting non-inclusively of that date):
  1. An Application for Listing of Shares of a Newly Established Company (TWSE Listed Company) Receiving Assignment of Shares shall be completed and filed, along with all specified attachments, with the TWSE no later than 30 trading days prior to (and non-inclusive of) the record date of the share conversion.
  2. An Application for Share Transfer Book Closure shall be completed and the TWSE shall directly make an announcement to the market of book closure of the shareholder registers of the TWSE listed companies participating in the share conversion.
    When a company(ies) limited by shares or a foreign company(ies) converts shares into another company that is an already TWSE listed existing company pursuant to Articles 53-11 to 53-13, and that already TWSE listed existing company uses as consideration shares, or securities that may be converted into or may be used to subscribe for shares, said company limited by shares or foreign company shall complete the application form in subparagraph 1 of the preceding paragraph and submit the application to the TWSE. And if the companies that are converting shares into the already TWSE listed existing company are themselves TWSE listed or TWSE primary listed companies, those companies shall do as specified in subparagraph 2 of the preceding paragraph.
    The Agreement for Listing of the securities of a newly established company, and the termination of the Agreement for Listing of the securities of the original listed company, under the preceding two paragraphs, shall be reported by the TWSE to the Competent Authority for recordation.
 Info
53-15    When a company carries out a case pursuant to Article 53-11 through Article 53-13, after the TWSE has examined and approved the application, a written opinion approving the share conversion shall be sent to the company, stating "This approval letter is provided only for purposes of the applicant company filing for registration with the Competent Authority for capital increase and issuance of new shares as a result of share conversion. If the registration fails to become effective, this approval letter shall become void." Provided, where shares of a single or multiple listed or Taipei Exchange companies are converted into a newly established company to form an investment holding company, the case shall be submitted directly to the Competent Authority after examination and approval by the TWSE.
 Info
53-16    Under the circumstances set forth in Article 53-11 through Article 53-13, where before the conversion the company is a TWSE (or Taipei Exchange) listed company, those shares already duly placed in centralized custody by directors, supervisors, and major shareholders thereof at the time of initial listing on the TWSE (or Taipei Exchange) shall remain in centralized custody after the conversion until the expiration of the custody period; if before the conversion the company was neither TWSE listed nor Taipei Exchange listed, and the total number of shares anticipated to be converted will account for 10 percent or more of the shares already issued and anticipated to be issued by the company that is the transferee of the shares, the centralized custody of shares held by the directors, supervisors, and major shareholders of unlisted company in the company that is the transferee of the shares shall be handled in accordance with Article 53-6.
 Info
53-17    Where a TWSE listed company, TWSE primary listed company, or such company and another company(ies), converts its shares into shares of a company that is not TWSE listed pursuant to Article 34 of the Business Mergers and Acquisitions Act and become that existing company's wholly-owned subsidiary, the TWSE listed company shall file an application with relevant documentation to the TWSE no later than 30 business days before the share conversion record date; after the TWSE has reviewed the application for compliance with applicable regulations, trading of its securities shall be suspended beginning 2 business days before (but non-inclusive of) the book closure date, and shall be delisted beginning from the record date of the share conversion. The termination of the Agreement for Listing of the securities of the original listed company shall be reported by the TWSE to the Competent Authority for recordation.
53-18    When a TWSE listed company, or a TWSE listed company and another company, convert(s) its (their) shares into shares of another existing company that is not TWSE listed, if the pro forma post-share-conversion financial statement for the most recent year of the existing company that is not TWSE listed shows that more than 50 percent of its total operating revenue or operating income is derived from the TWSE listed company that participated in the share conversion, and the unlisted existing company meets all of the requirements in each subparagraph of Article 53-2, paragraph 1, a listing application with relevant documentation may be filed with the TWSE within 1 year after the record date of the share conversion. Before its securities are TWSE listed, the surviving unlisted company shall deposit its stock in central custody in accordance with Article 10 of the TWSE Rules Governing Review of Securities Listings.
    If shares of any company that is neither TWSE listed nor Taipei Exchange listed are being converted together with a share conversion under the preceding paragraph, that unlisted company shall also comply with all of the requirements in each subparagraph of Article 53-2, paragraph 1.
 Info
53-19    If a TWSE listed company that has carried out a demerger of one or more departments capable of operating independently pursuant to applicable law wishes to continue listed trading of its TWSE listed securities, or if the existing company or newly incorporated company that acquired the business of the aforesaid department(s) after the demerger (the "transferee company of the demerger") wishes to list its securities for trading, the company shall without exception comply with the provisions of this Article, and shall carry out applicable procedures for a company demerger and for TWSE listing.
    The provisions of the preceding paragraph shall also apply where a single TWSE listed company demerges simultaneously into multiple transferee companies of the demerger, or multiple TWSE listed companies carry out demergers simultaneously to a single transferee company of the demergers.
    A TWSE listed company to which any circumstance set forth in paragraph 1 or paragraph 2 applies shall apply to the TWSE at least 30 business days before the record date of the demerger. Where the TWSE has inspected all the documents submitted by the company for completeness and its administering department has examined them and found them to be free of all of the [negative] criteria set out in the subparagraphs below, the company may continue to be listed:
  1. The pro forma operating revenue (including discontinued operations) or pro forma operating income (including discontinued operations) as shown on the pro forma financial statements for each of the most recent 2 accounting years excluding the financial data for the demerged department(s) and audited by a CPA, is down by 50 percent or more from the operating revenue or the operating income shown on the financial statements for the same period.
  2. The pro forma operating loss (including discontinued operations) as shown on the pro forma financial statements for each of the most recent 2 accounting years excluding financial data for the demerged department(s) and audited by a CPA, is greater than the operating loss shown on the financial statements for the same period.
    When a TWSE listed company to which any circumstance set forth in paragraph 1 or paragraph 2 applies files an application for continuation of listing, it shall submit an opinion of an independent expert on the share exchange ratio for the demerger, the reasonableness of the acquisition price, and the effect on the shareholders' equity of the TWSE listed company.
    Except under any of the circumstances listed below, a TWSE listed company to which any circumstance set forth in paragraph 1 or 2 applies shall file to carry out the procedures for the demerger and the capital reduction and issuance of new securities certificates as a consolidated case. The trading of its listed securities shall be suspended two trading days prior to the book closure date and such suspension shall continue until the expiration of the book closure period, during which period the company shall have completed the procedures for issuing the new securities certificates in accordance with Article 45 and points 1, 2, and 3 of the Procedures for the Exchange of Securities Certificates by Listed Companies:
  1. Where a TWSE listed company demerges but does not carry out a capital reduction, and issue of replacement shares is unnecessary.
  2. Where the demerger of the TWSE listed company does not involve subsequent confirmation of the shareholder register, or there is no difference in shareholder equity before and after the record date of the share transfer book closure, and suspension of margin purchase and short sale or compulsory covering of short sale positions are unnecessary.
     The financial reports referred to in the subparagraphs of paragraph 3 mean parent company only financial reports, or if the company does not have any subsidiary, mean individual financial reports.
Info
53-20    Where a TWSE listed company establishes an investment holding company for reasons of carrying out a demerger under Article 53-19, paragraph 1 or 2, the TWSE listed company that undergoes the demerger may continue to be listed if it complies with Article 20, paragraph 1, subparagraphs 1, 2, 4, 5, 7, 8, 9 and 11 of the TWSE Rules Governing Review of Securities Listings; the provisions of paragraph 3 of the preceding article shall not apply.
 Info
53-21    Where a TWSE listed company carries out capital reduction due to a demerger referred to in Article 53-19, paragraph 1 or 2, and the newly incorporated company that acquires its business issues new shares for which the acquired business is the consideration, and issues them in full to the original shareholders of the demerged company on a pro-rata basis, approval may be given for TWSE listing and trading of the securities of the newly incorporated transferee company if it complies with all of the conditions listed below; provided, simultaneous application may not be made of related conditions such as those concerning lesser capital amount or profitability in Article 5, Article 6, or Article 6-1 of the TWSE Rules Governing Review of Securities Listings:
  1. Capitalization: the share capital on the pro forma financial statement for the most recent period at the time of application complies with the provisions of Article 4, paragraph 1, subparagraph 2 of the TWSE Rules Governing Review of Securities Listings.
  2. Profitability: complies with the provisions of Article 4, paragraph 1, subparagraph 3 of the TWSE Rules Governing Review of Securities Listings, according to the pro forma financial statement.
  3. Article 4, paragraph 1, subparagraph 5 of the TWSE Rules Governing Review of Securities Listings are conformed to, and no circumstance in Article 9, paragraph 1, subparagraph 1, 3, 4, 6, 8, 9, 11, or 12 of said rules applies.
  4. The pro forma financial statements for the most recent fiscal year shall be audited and attested by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports for public companies, and an audit report containing an unqualified opinion issued.
  5. Centralized custody of shares and pre-listing public sale shall be carried out pursuant to Article 10 or Article 10-1, and Article 11, of the TWSE Rules Governing Review of Securities Listings.
    When a demerged listed company undergoes a demerger, if the period of listing, or the combined period of listing and Taipei Exchange-listing, of its securities is no less than 3 years, the newly formed transferee company of the demerger may, within 1 year from the day of completion of amendment registration of the demerger, submit an application for TWSE listing accompanied by relevant documents to the TWSE in accordance with prescribed procedures.
Info
53-22    If a TWSE listed company conducting a demerger under Article 53-19, paragraph 1 or 2 does not carry out a capital reduction or carries out only a partial reduction, the newly formed transferee company of the demerger, when applying to the TWSE for listing, shall comply with all of the below-listed conditions:
  1. Incorporation period: the time of incorporation of the demerged department, as shown in the financial data of the demerged company, shall comply with Article 4, paragraph 1, subparagraph 1 of the TWSE Rules Governing Review of Securities Listings.
  2. Capitalization: the share capital on the pro forma financial statement for the most recent period at the time of application complies with the provisions of Article 4, paragraph 1, subparagraph 2 of the TWSE Rules Governing Review of Securities Listings.
  3. Profitability: complies with the provisions of Article 4, paragraph 1, subparagraph 3 of the TWSE Rules Governing Review of Securities Listings, according to the pro forma financial statement.
  4. Shareholding dispersion: shall comply with Article 4, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings.
  5. Article 4, paragraph 1, subparagraph 5 of the TWSE Rules Governing Review of Securities Listings are conformed to, and none of the circumstances set forth in Article 9, paragraph 1, subparagraph 1, 3, 4, 6, 8, 9, 11, or 12 of said rules exists, nor is there any of the circumstances set forth in Article 18 or 19 of the same Rules under which listing is inappropriate.
  6. The pro forma financial statements for the most recent fiscal year shall be audited and attested by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports for public companies, and an audit report containing an unqualified opinion issued.
  7. Centralized custody of shares and pre-listing public sale shall be carried out pursuant to Article 10 or Article 10-1, and Article 11, of the TWSE Rules Governing Review of Securities Listings.
    If more than one TWSE listed company carry out demergers and makes transfers to a single transferee on the same record date, the calculation of the incorporation period provided in subparagraph 1 of the preceding paragraph shall be based upon the TWSE listed company that transferred the business of which the operating revenue or operating income accounts for 50 percent or more of the total operating revenue or operating income of the transferee company and accounts for 10 percent or more of the overall operating revenue or discernible assets of such listed company. If more than one independently operating department was demerged, that with the longer period of incorporation may be selected as the basis for calculation.
    When a demerged listed company undergoes a demerger, if the period of TWSE listing, or the combined period of TWSE listing and Taipei Exchange listing, of its securities is no less than 3 years, the transferee company of the demerger may, within 1 year of the day of completion of amendment registration of the demerger, submit an application for TWSE listing accompanied by relevant documents to the TWSE in accordance with prescribed procedures; procedures for reviewing such listing application case shall be governed by the TWSE Procedures for Review of Securities Listings.
 Info
53-23    When a TWSE listed company conducts a demerger under Article 53-19, paragraph 1 or 2, if the transferee company of the demerger is an existing company and the operating revenue or operating income of a single TWSE listed company of which it is the transferee accounts for 50 percent or more of the total operating revenue or operating income on its pro forma financial statements, and accounts for 10 percent or more of the operating revenue or discernible assets of the demerged company, the said existing company, when applying to the TWSE for listing, shall comply with all the requirements of each paragraph of the preceding article.
    The pro forma financial statements of the existing company as referred to in the preceding paragraph shall be prepared as consolidated statements with those of the single or multiple independently operating departments of the TWSE listed company of which it is the transferee.
    Paragraphs 2 and 3 of the preceding article shall apply mutatis mutandis to the calculation of the incorporation period and procedures for the TWSE listing application of the transferee company of a demerger.
 Info
53-24    In event that a transferee company of a demerger is unable to apply to the TWSE for listing in accordance with any of the preceding three articles, the TWSE listing of its stock may be approved if it meets all of the requirements of the following subparagraphs:
  1. At the time of the submission of the TWSE listing application, 3 years have not elapsed since the day of completion of amendment registration of the demerger.
  2. The TWSE listed company undergoing the demerger, one business day prior to the demerger, had market capitalization of not less than NT$20 billion or its shareholders equity was stated at not less than NT$10 billion on the financial statement audited (or reviewed) by a CPA for the most recent period.
  3. The equity of the transferee company of the demerger is stated at not less than NT$5 billion on the financial statement audited (or reviewed) by a CPA for the most recent period.
  4. The transferee company of the demerger complies with all the requirements of each subparagraph of Article 53-22, paragraph 1.
    The transferee company of the demerger referred in the preceding paragraph is exempted from the requirement under Article 2-1, paragraph 1 of the TWSE Rules Governing Review of Securities Listings to first have applied and had its stock registered and traded as emerging stock on the Taipei Exchange for not less than 6 months.
    The transferee company of the demerger shall follow procedures for placement of shares in custody and for pre-listing public sale in accordance with Article 10 or 10-1, and Article 11, of the TWSE Rules Governing Review of Securities Listings, provided that underwriting may be carried out for stock already publicly offered and issued by the company.
 Info
53-25    If a TWSE listed company conducting a demerger under Article 53-22 or Article 53-23 acquires new shares issued by the transferee company of the demerger, and within 1 year from the date on which the amendment registration in connection with the demerger is completed, the cumulative total of equity interest from cash capital increase that is sold or waived by the TWSE listed company reaches 20 percent or more of the equity interest acquired as a result of the demerger, such sale or waiver shall be approved by a shareholders meeting resolution.
    The resolution referred in the preceding paragraph shall be reported to the Internet information reporting website designated by the TWSE within the time period prescribed by the TWSE. The report content shall disclose the counterparty and transaction price of the sales, or relevant information such as an explanation regarding the method for deciding on, and reasonableness of, the cash capital increase issue price and of any waiver of cash capital increase.
 Info
53-26    (deleted)
 Info
53-27    If a transferee company of a demerger fails to apply to the TWSE for listing in accordance with prescribed procedures, annexing relevant documents, within the time periods set out in Article 53-21 through Article 53-24, it may separately do so in compliance with the relevant provisions of the TWSE Rules Governing Review of Securities Listings, but provisions of Article 53-22, paragraph 1, subparagraph 1 or Article 53-22, paragraph 2 may respectively apply mutatis mutandis to the calculation of the incorporation period thereof.
 Info
53-28    Within 2 years from the commencement date of TWSE (or Taipei Exchange) listed trading of securities of a transferee company of a demerger of a TWSE listed company pursuant to any of Articles 53-21, 53-22 and 53-23 herein, or to any of Articles 15-22, 15-23 and 15-24 of the GreTai Securities Market Rules Governing Securities Trading on the Taipei Exchange, any transferee company of any further demerger of the TWSE listed company may not apply for listing of its securities pursuant to Article 53-21 through Article 53-23.
    Where a Taipei Exchange listed company carries out a demerger and the transferee company of the demerger applies for TWSE listing, the applicable provisions of the TWSE Regulations for the Review of Securities Listings and Procedures for the Review of Securities Listings shall be complied with.
 Info
53-29    If a TWSE listed company, after carrying out a demerger, wishes to apply for delisting of its securities, or the company is extinguished due to the demerger of its entire operations or assets, the TWSE will delist the securities pursuant to Article 144 of the Securities and Exchange Act, and report to the Competent Authority for recordation.
 Info
53-30    Where a TWSE primary listed or TWSE secondary listed company, pursuant to the laws and regulations of the country in which it is registered, transfers equity interest in a subsidiary company and the transfer of equity results in a decline by 25 percent or more in the operating revenue or operating income as stated in the consolidated financial statements for the most recent accounting year, or undergoes a demerger or general assignment, it shall, at least 30 trading days prior to the effective date of transfer of equity interests, the demerger record date, or the assignment record date, file the application with the TWSE, and may remain listed if all required documents have been submitted to the TWSE, and, after review by the administering department, none of the following conditions is found:
  1. The pro forma operating revenue or operating income as stated in the pro forma consolidated financial statements audited by a CPA, excluding the already transferred assets (operating departments or equity investments), for each of the most recent 2 accounting years, has declined by 50 percent or more, compared with the operating revenue or operating income as stated in the financial statements of the same period.
  2. The pro forma operating loss as stated in the pro forma consolidated financial statements audited by a CPA, excluding the excluding the already transferred assets (operating departments or equity investments), for each of the most recent 2 accounting years is greater than the operating loss as stated on the financial statements of the same period.
53-31    Where a single TWSE listed company is converted into a financial holding company pursuant to Article 29 of the Financial Holding Company Act, the securities of the financial holding company shall be listed for trading on the TWSE from the record date of the share conversion, and the securities of the original TWSE listed company shall be delisted on the same date.
    The provisions of the preceding paragraph shall also apply in cases where multiple TWSE listed or Taipei Exchange listed companies, at least one of which is a TWSE listed company, are converted into a single financial holding company. However, if any company that is neither TWSE listed nor Taipei Exchange listed is converted together with other TWSE listed or Taipei Exchange listed companies, such unlisted company shall conform to the following conditions:
  1. It shall be free of any of the circumstances specified in subparagraphs 1, 3, 4, 6, 8, or 12 of paragraph 1 of Article 9 of the TWSE's Rules Governing Review of Securities Listings.
  2. Its financial reports for the most recent fiscal year shall have been audited by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports of public companies, and have received an unqualified opinion from such CPA.
 Info
53-32    Where shares of a single or multiple company(ies) limited by shares are converted into shares of a TWSE listed financial holding company pursuant to Article 29 of the Financial Holding Company Act, the financial holding company shall complete the relevant documentation and submit an application to the TWSE according to the procedures prescribed in Article 53-33 hereof. The listed securities shall be delisted on the record date of the share conversion and the shares of the financial holding company into which they are converted shall be listed on the same day; provided, any company limited by shares that is neither TWSE listed nor Taipei Exchange listed that participates in the share conversion shall conform to the requirements set forth in paragraph 2 of Article 53-31.
 Info
53-33    If any circumstance in Article 53-31 applies to a TWSE listed company(ies), the TWSE listed company whose converted shares are anticipated to account for the greatest proportion of the anticipated issued shares of the financial holding company shall carry out with the TWSE the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and, after the TWSE has reviewed the case for compliance with regulations, the trading of such company's(ies') original TWSE listed securities shall be suspended 8 trading days prior to (and non-inclusive of) the record date of the share conversion:
  1. An Application for Listing of Shares of a TWSE Listed Company Converted into a Financial Holding Company shall be completed and filed, along with all specified attachments, with the TWSE at least 30 trading days prior to (and non-inclusive of) the record date of the share conversion.
  2. A Declaration of Book Closure of Share Transfer Registrations shall be completed, and the TWSE shall make an announcement to the market of book closure of the shareholder registers of the TWSE listed companies participating in the conversion into a financial holding company.
    When a TWSE listed financial holding company receives assignment of shares of another company(ies) limited by shares pursuant to Article 53-32, the financial holding company shall complete an Application for Listing of Stock of a Financial Holding Company Converted from Shares of a Company(ies) Limited by Shares, and file it, along with all specified attachments, with the TWSE at least 30 trading days prior to (and non-inclusive of) the record date of the share conversion. And if the companies limited by shares that are converting shares into the already TWSE listed financial holding company are themselves TWSE listed companies, those TWSE listed companies shall do as specified in subparagraph 2 of the preceding paragraph.
    The Agreement for Listing of the securities of a financial holding company, and the termination of the Agreement for Listing of the securities of the original listed company, under the preceding two paragraphs, shall be reported by the TWSE to the Competent Authority for recordation.
 Info
53-34    Where any circumstance set forth in Article 53-31 or Article 53-32 applies to a company limited by shares participating in the share conversion and the company was a TWSE listed or Taipei Exchange listed company before the conversion, then the shares of the directors, supervisors, and major shareholders of the company shall be placed in centralized custody pursuant to Article 53-16. However, this restriction shall not apply where the circumstances set forth in paragraph 2 of Article 31 of the Financial Holding Company Act exist as a result of the share conversion.
 Info
53-35    A financial holding company established after conversion and meeting the requirements of Article 13 of the TWSE's Criteria Governing Information to be Published in Prospectuses for Use in Initial Applications for Securities Listing may deliver simplified prospectuses to the subscribers.
 Info
53-36    Where a financial holding company is established by means of transfer of operations by a TWSE listed company pursuant to Article 24 of the Financial Holding Company Act and the financial holding company holds 100 percent of the shares of the transferred company, an application for amendments to TWSE listed securities, accompanied by relevant documentation, shall be filed with the TWSE pursuant to Article 45.
 Info
53-37    Where a TIB listed company undergoes a merger, general assumption, general assignment, share transfer or stock split pursuant to the Business Mergers and Acquisitions Act or the Company Act, Articles 53-1, 53-2, 53-4 to 53-7, subparagraphs 1, 2 and 4 of Article 53-9, Articles 53-10 to 53-17, 53-19, 53-20 and 53-29 shall apply mutantis mutandis.
    Where a TIB primay listed company undergoes a merger, assumption of another company’s shares, business or assets, assignment of equity in a subordinate company, division or general assignment pursuant to the company law of the jurisdiction of incorporation, Articles 53-3 to 53-7, subparagraphs 3 and 4 of Article 53-9, Articles 53-12, 53-14 to 53-17 and 53-30 shall apply mutantis mutandis.
 Info