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Determination Standards for the Provisions of Article 50, Paragraph 1, Subparagraph 14, and Article 50-3, Paragraph 1, Subparagraph 11 of the Operating Rules of the Taiwan Stock Exchange Corporation  CH

Amended Date: 2019.04.15 (Articles 3 amended,English version coming soon)
Current English version amended on 2016.04.15 
Article 1     These Standards are established for the determination of whether a listed company (including a primary listed company) experiences a change in managerial control and a material change in the scope of business as set forth in Article 50, Paragraph 1, Subparagraph 14 and Article 50-3, Paragraph 1, Subparagraph 11 of the Operating Rules of the Taiwan Stock Exchange Corporation (the "TWSE Rules") .
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Article 2     The term "change in managerial control" referred to in Article 50, Paragraph 1, Subparagraph 14 and Article 50-3, Paragraph 1, Subparagraph 11 of the TWSE Rules means any of the following circumstances:
  1. Any person solely or collectively with others obtains more than 50% of the issued voting shares of a listed company, causing a transfer of control.
  2. Any person solely or collectively with others has control over a majority of the voting rights of the board of directors, causing the original management of a listed company to lose its control.
  3. Other special circumstances deemed by the TWSE as a change in managerial control.
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Article 3     The "period" in the term "change in managerial control within a certain period of time before or after said change" referred to in Article 50, Paragraph 1, Subparagraph 14 and Article 50-3, Paragraph 1, Subparagraph 11 of the TWSE Rules means the period between the fiscal year immediately preceding the change in managerial control of a listed company and the period from the latest term and eight terms of financial reports submitted after the change in managerial control.
    The term "material change in the scope of business" referred to in Article 50, Paragraph 1, Subparagraph 14 and Article 50-3, Paragraph 1, Subparagraph 11 of the TWSE Rules means any of the following circumstances:
  1. An increase occurs in the main business activities (meaning the revenue generated from said business activities amounts to 20% or more of the company's total operating revenue), and the aggregate amount of increased operating revenue generated from said business activities reaches 50% or more of the operating revenue of the current term.
  2. A change occurs in the business activities that generate 50% or more of the operating revenue in the preceding fiscal year leading to the operating revenue of said business activities being lower than 20% of the operating revenue of the current term.
  3. The net book value of the real estate, factories and equipment disposed in the current term amounts to 100% of the net book value of the real estate, factories and equipment as at the date of the final balance sheet.
  4. The amount of real estate acquired for construction, real estate in construction or completed construction, or real estate, factories and equipment that are not within the original business scope reaches 30% or more of the total asset value as at the date of the final balance sheet.
  5. Other special circumstances deemed by the TWSE as a material change in the scope of business due to the scope or nature of or special situations concerning the business activities.
    Application of Subparagraphs 4 of the preceding Paragraph may be waived if the listed company is in the building materials construction industry before and after its change in managerial control.
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Article 4     When a listed company within the period stipulated by law submits its financial report to the TWSE, it shall submit the "Information Checklist of the Change in Business Scope" approved by a CPA along with the financial report.
    If a listed company experiences a change in control identified in Article 2, or if the Information Checklist stipulated in the preceding paragraph suggests there is a material change in the scope of business, the TWSE will disclose such change in the section "Change in Control and Business Scope" of the Market Observation Post System.
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Article 5     These Standards shall take effect after having been submitted to and approved by the competent authority. Subsequent amendments thereto shall be effected in the same manner.