Chapter IV Halt and Resumption of Dealings |
| 13-1 | Where a TWSE listed company plans to publicly disclose or convene a board of directors meeting to adopt resolutions on any of the following before 5 P.M. on a business day, it shall apply to the TWSE for a halt of dealings, with a Halt Application submitted (Appendix 4) stating the reason(s) and relevant content, on the business day before the public disclosure or meeting, provided it may submit the application before 7:00 A.M. on the business day of the public disclosure or meeting in the event of an emergency preventing timely application:
- Serious decrease in output or complete stoppage of work.
- Any event set forth in Article 185 of the Company Act, except where the event has no material impact on shareholder equity or securities prices.
- A petition to court for bankruptcy or reorganization.
- Merger or consolidation, spin-off, acquisition, or swap, conversion or assignment of shares, or cancellation of any of the above, except where no shareholders' resolution is required for the merger or consolidation as under Article 18, paragraph 7, Article 19, paragraph 1, Article 29, paragraph 6, Article 30, paragraph 1, Article 36, paragraphs 1 and 2, Article 37, paragraph 1 of the Business Mergers And Acquisitions Act, or no material impact is caused to shareholder equity or securities prices.
- Completion of development of a new product, successful development and formal entrance into mass production of trial products, and major development progress of a new product or new technology, except where no material impact is caused to shareholder equity or securities prices.
- Other circumstances with a material effect on shareholder equity or securities prices.
The TWSE may reject the aforementioned application if:
- The application is made where the circumstance in paragraph 1 does not occur.
- The halt is unnecessary as a public disclosure has been made by the TWSE listed company.
- The TWSE deems the application unjustified or deems a halt unadvisable.
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| 13-2 | The TWSE may give public notice of a halt of securities dealings of a TWSE listed company according to the following provisions:
- The TWSE finds upon deliberation that the application for a halt of dealings made by the TWSE listed company according to Article 13-1, paragraph 1, justified.
- Mass media reportage or other information indicates a circumstance with a material effect on the shareholder equity or securities prices of the TWSE listed company has occurred, said company is unable to provide a full explanation of the material circumstance, and the TWSE deems a halt of dealings necessary to comply with the needs of the exchange market or protect shareholder equity.
- The TWSE listed company is unable to provide a full explanation of the information relevant to the cause for the halt, and the TWSE deems it necessary to continue with the halt.
Each halt of dealings shall last from at least one to not more than three business days and may continue to be enforced where necessary.
A TWSE listed company is subject to a halt of dealings by the TWSE shall immediately report to the TWSE in the event of a material change to the cause for the halt.
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| 13-3 | Where a TWSE listed company to which any of the circumstances in Article 13-2, paragraph 1 applies is subject to a halt of dealings in its securities by the TWSE, it shall immediately fill out a Resumption Application (Appendix 5) to apply to the TWSE for resumption of dealings if it complies with the following provisions and none of the other circumstances in Article 13-2, paragraph 1 applies to it. The TWSE may give public notice of resumption of dealings in its listed securities:
- A full explanation is provided of the information relevant to the cause for the halt.
- The halt is no longer necessary due to a change of circumstances.
The TWSE may directly give public notice of resumption of dealings in the listed securities of the TWSE listed company if said company complies with the above provisions but fails to apply for such resumption.
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| 13-4 | Procedures for halt and resumption applications shall established by TWSE listed companies and are subject to approval by resolution of their board of directors. The procedures shall expressly set forth the level with the final decision-making authority, which may not be lower than the level of president or its equivalent.
Applications filled out by a TWSE listed company pursuant to Article 13-1, paragraph 1, and Article 13-3, paragraph 1, are governed by Article 12, paragraph 2 mutatis mutandis.
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