| 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:
- 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.
- 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.
- 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.
- Shareholding dispersion: shall comply with Article 4, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings.
- 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.
- 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.
- 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.
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