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

Chapter Content

Title:

Operating Rules of the Taiwan Stock Exchange Corporation  CH

Amended Date: 2020.12.17 (Articles 138 amended,English version coming soon)
Current English version amended on 2020.05.05 
Categories: Basic Laws and Regulations
   Chapter IV Listing Of Securities
Article 41    The notice of listing for sale, suspension of sale, or delisting of bonds issued by the government ("Government Bonds") shall be given by the Competent Authority to the TWSE for its public announcement. Where the listed Government Bond has been redeemed at maturity, the TWSE may directly publicly announce its delisting.
    The listing for sale, suspension of sale, or delisting of securities publicly issued by a company limited by shares ("Issuing Company"), beneficial certificates of a closed-end securities investment trust fund ("closed-end fund"), an exchange-traded securities investment trust fund, or an exchange-traded futures trust fund (collectively, "exchange traded funds", "ETFs") duly issued by a securities investment trust enterprise ("SITE") or a futures trust enterprise (FTE), beneficial securities duly issued by a trustee institution, asset-backed securities duly issued by a special purposes company, real estate investment trust (REIT) beneficial securities or real estate asset trust (REAT) beneficial securities duly offered and issued by a securitization trustee institution, offshore ETF beneficial certificates, fund shares, or investment units (hereinafter, "beneficial certificates") duly offered and sold by an offshore fund management institution or an institution appointed by it (hereinafter, "offshore fund institution"), stocks duly issued by a foreign issuer, Taiwan Depositary Receipts issued by a foreign issuer and its depositary institution, and call (put) warrants and exchange-traded notes (ETNs) issued by an issuer pursuant to the law, shall be processed and publicly announced in accordance with the various types of securities listing contracts ("Agreement for Listing") executed between the TWSE and the Issuing Company, SITE, FTE, trustee institution, special purpose company, securitization trustee institution, offshore fund institution, depositary receipt issuer, call (put) warrant issuer, or ETN issuer.
    The Agreement for Listing referred to in the preceding paragraph shall be executed in accordance with the Rules Governing the Agreement for Listing reported by the TWSE to and approved by the Competent Authority. Upon the effectiveness of the Agreement for Listing, where the Rules Governing the Agreement for Listing is amended such that discrepancy in the internal content occurs, the amended rules shall be applicable.
    After the financial report of financial bonds issued by financial institutions, if certified in accordance with the Regulations Governing Certification of Corporate Stock and Bond Issues by Public Companies, has been audited and attested by a CPA or approved and publicly announced by an auditing institution, reference may be made to paragraph 2 of this Article for listing processing.
Article 42    An Issuing Company applying for listing of its securities shall complete the application for listing of securities and enclose the signed Agreement for Listing and other required documents to the TWSE.
    The format and the required documents for application of securities listing shall be determined by the TWSE in accordance with the type and the nature of the securities being listed.
    The securities being applied for listing by an Issuing Company shall be certified in accordance with the Regulations Governing Certification of Corporate Stock and Bond Issues by Public Companies. However, securities for which no physical ("scrip") security is printed to represent the rights thereof are exempt from the requirement of certification.
    In reviewing the application for securities listing by an Issuing Company, in addition to the documents supplied, the TWSE may consult other credit reports and process the application in accordance with the Rules Governing the Review of Securities Listings, and the "Industry Categorization and Adjustment Guidelines for Listed Companies".
    The Rules Governing the Review of Securities Listings and the Industry Categorization and Adjustment Guidelines for Listed Companies shall be drafted by the TWSE and sent to the Competent Authority for its approval and public announcement.
    Issuing Companies applying for initial listing shall, in accordance with the regulations of the Competent Authority, reserve a set ratio of the listed stocks for public sale by securities underwriters or wholesale by securities brokers. The TWSE may use the information to be obtained from the results of the sale as reference for share dispersal review of listed securities.
    The provisions of paragraphs 1 to 5 shall apply mutatis mutandis when a SITE or an FTE applies for listing of any beneficial certificates that it offers and issues; when a trustee institution applies for listing of any beneficial securities that it offers and issues; when a special purpose company applies for listing of any asset-backed securities that it offers and issues; when a securitization trustee institution applies for listing of any REIT and REAT beneficial securities that it offers and issues; and when an issuer applies for listing of any ETNs that it offers and issues.
    The provisions of paragraphs 1, 2, 4 and 5 shall apply mutatis mutandis when a foreign issuer applies for listing of any stocks issued by it, when a foreign issuer and its depositary institution apply for listing of any Taiwan Depositary Receipts they issue, and when any issuer applies for listing of any call (put) warrants duly issued by it.
    The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when an offshore fund institution, through the master agent it has appointed, applies for listing of beneficial certificates of an offshore ETF sold and offered by it.
Info
Article 42-1    Where the Competent Authority has imposed restrictions on the listing for trading of certain securities and the restrictions have not yet been lifted, such securities that have been privately placed shall still not be for trading upon the lapse of the period of restriction of transfer of privately placed securities. If the event that was the grounds for the restriction on listing for trading occurs before the resolution of a shareholders' meeting to conduct the private placement of securities, the restriction shall be thoroughly explained at the shareholders' meeting. If the event that was the grounds for the restriction on listing for trading occurs after the resolution of a shareholders' meeting to conduct the private placement of securities, it shall be thoroughly and explicitly disclosed in the private placement procedures.
Article 43    After the TWSE has approved the listing of securities by an Issuing Company, and the Agreement for Listing has been signed and taken effect, such company shall be a listed company. In addition to the payment of listing fees in accordance with the Agreement for Listing, upon receipt of the notice of the TWSE, such Issuing Company shall upload an electronic file of the prospectus onto the Internet information reporting system designated by the TWSE. Further, 1 day prior to the listing of such securities, the Listing Company shall report information related to the listing to the Internet information reporting system designated by the TWSE, and shall send the downloaded information to the TWSE.
    The public announcement referred to in the preceding paragraph shall include the name of the company, type of listed securities, volume, rights, obligations, date of listing, date, and document reference number of the issuance approval letter issued by the Competent Authority, name of the agency handling share transfer matters, name of the underwriter, underwriting period, price, volume, and other matters to be publicly announced.
    In a case of an Issuing Company applying for initial listing, after the Agreement for Listing takes effect, if the company fails to have its stock listed for trading within 3 months from the date of the written notice by the TWSE, its listing case shall be voided, and the matter shall be reported to the Competent Authority for recordation. However, with valid reasons, and upon the approval of the TWSE, the period may be extended for a single term of 3 additional months, which shall be reported to the Competent Authority for recordation. The suspension period referred to in paragraph 4 shall not be counted.
    With respect to the Issuing Company as referred to in the preceding paragraph or a foreign issuer and its depositary institution, if prior to the commencement of listed trading of its stocks or Taiwan Depositary Receipts, specific evidence is discovered showing a likelihood of the existence, whether before or after its Agreement for Listing becomes effective, of a circumstance under any subparagraph of the TWSE Rules Governing the Review of Securities Listings that renders listing inappropriate, then the TWSE may proceed to provisionally postpone the listing and trading of its stocks or Taiwan Depositary Receipts, and conduct an audit and simultaneously report to the Competent Authority for recordation. If the Issuing Company or the foreign issuer and its depositary institution refuse to undergo audit by the TWSE or to supply the necessary information, or the investigation confirms the existence of any circumstance that renders listing inappropriate, the TWSE may void its Agreement for Listing or delist it, and report to the Competent Authority for recordation. If investigation confirms that no circumstance that renders listing inappropriate exists, the TWSE may notify the Issuing Company, or the foreign issuer and its depositary institution, to resume conducting matters relating to listing and trading, and report to the Competent Authority for recordation, provided that if any uncertainty remains concerning any matter that would render listing inappropriate, the TWSE may continue to postpone the listing and trading of its stock or Taiwan depositary receipts.
    The listed securities shall be assigned by the TWSE a code number, and an abbreviated name for uniform usage.
    The provisions of paragraphs 1, 2, and 5 of this Article shall apply mutatis mutandis to applications by a SITE or an FTE for listing of beneficial certificates, application by an issurer for listing of ETNs, applications by foreign issuers and their depositary institutions for listing of Taiwan Depositary Receipts, applications by offshore fund institutions, through the master agents appointed by them, for listing of beneficial certificates of offshore ETFs, and applications by foreign issuers for secondary listings of stocks or listings of bonds.
    If a foreign issuer applies to list stocks on a primary listing basis and its application is reviewed and approved by the TWSE, then after its listing contract has been signed and taken effect, that company is deemed a primary listed company, and unless otherwise provided, shall be subject mutatis mutandis to the provisions of this Chapter regarding a TWSE listed company.
    The governing of foreign issuers referred to in the preceding paragraph following the listing of their stocks, and other relevant matters, shall be prescribed separately in other rules and bylaws by the TWSE.
Info
Article 43-1    Where any issuer sells its own call (put) warrants, public announcement shall be made on the date of the sale. The public announcement shall include the issuance terms of the call (put) warrant, numbers issued, issuing price, location of sale, period of sale, projected listing date, date of premium payment, issuance date of call (put) warrant, credit rating information of the issuer, the required particulars as specified in Article 8 of the TWSE Operation Guidelines Governing Liquidity Providers for Call (Put) Warrants, and other particulars required to be disclosed to protect the public and the investor.
    After the TWSE has approved an application for listing of call (put) warrants by an Issuing Company, and the Agreement for Listing has been signed and taken effect, such company shall be a listed company. In addition to the payment of listing fees in accordance with the Agreement for Listing, upon receipt of the notice of the TWSE, 2 days prior to the date it has set with the TWSE for commencement of listing of such securities, the Listing Company shall enter information related to the listing into the Internet information reporting system designated by the TWSE, and deliver the downloaded material to the TWSE. In the case of an application for a follow-on issue, the information entry shall be completed on the business day before the scheduled date for commencement of listed trading.
    The public announcement referred to in the preceding paragraph shall include the following particulars:
  1. (deleted)
  2. Date of issuance and period of validity.
  3. Detailed information on the underlying or basket of underlyings.
  4. Type of call (put) warrants, volume, and total issuance price. In the case of an issue of extendable callable bull contracts or extendable callable bear contracts, the word "extendable" shall be specified in the type of the call (put) warrants. In the case of a follow-on issue of call (put) warrants, the total number of units already issued shall additionally be specified.
  5. Terms of issuance (including issuance price, strike price or point, exercise period; issuance of capped call or put warrants or callable bear or bull contracts shall be explained using prominent lettering).
  6. A description of the calculation of the issue price, including the price or point of the underlying, strike price or point, term, interest rate, volatility and other reference factors used in the calculation, and a table of comparison with the warrants with the same underlying in the past year shall be provided. In the case of issuance of callable bull contracts or callable bear contracts, the issuance price shall be calculated in compliance with Article 11, subparagraph 8, item E of the TWSE Rules Governing Review of Call (Put) Warrant Listings. However, this shall not apply to a follow-on issue of call (put) warrants.
  7. (deleted)
  8. The required particulars as specified in Article 8 of the TWSE Operation Guidelines Governing Liquidity Providers for Call (Put) Warrants
  9. Procedures for exercising the option, and procedures for canceling exercised call (put) warrants.
  10. Planned strategy on offsetting risks.
  11. Stipulations regarding the adjustment of the call (put) warrant strike price and related matters when the Issuing Company of the underlying securities distributes dividends or bonuses, increases or decreases capital, or undergoes a stock split, merger or consolidation, or conducts other related matters; when a SITE or FTE distributes dividends on an underlying ETF or conducts other related matters; or when an offshore fund institution distributes dividends on an underlying offshore ETF or conducts other related matters. If an issuer does not adopt the TWSE reference adjustment formula, it shall explain the matter in the public offering prospectus using prominent lettering. If the underlying is a foreign security, the issuer shall itself determine the formula for adjustment.
  12. Methods for handling the matter in the event of any merger or consolidation, placement of stock under an altered trading method, halting of trading, suspension of trading, or delisting of the stock of the Issuing Company of the underlying securities; the delisting of an underlying ETF due to the dissolution, bankruptcy, or voidance of approval of the SITE or FTE; or the beneficial certificates of an underlying offshore ETF are delisted by announcement of the TWSE; or the index provider announces suspension of the compilation of the index; or halting of trading, suspension of trading, or delisting of the underlying futures by announcement of the futures exchange.
  13. The procedures for listing of the call (put) warrants, and for handling when the stock exchange delists, suspends trading of, or halts trading of, the warrants.
  14. Definition of exercise value upon the expiration of the period of validity:
    1. For call (put) warrants with domestic securities, a domestic index or domestic futures as the underlying, there is exercise value if the simple arithmetic mean trade price of the underlying securities during the 60 minutes before market close, the settlement index of the underlying index, or the settlement price of the underlying futures, is higher (or lower) than the strike price or point of the call (put) warrant; if there is no trade price for the underlying securities during the 60 minutes before market close, then the calculation shall be based on the most recent trade price. If the circumstance under Article 58-3, paragraph 5 exists, the calculation shall also incorporate the trade price or index from during the postponement period. The foregoing settlement index of the underlying index and settlement price of the underlying futures shall be calculated in accordance with Article 11, subparagraphs 6 and 7 of the TWSE Rules Governing Review of Call (Put) Warrant Listings.
    2. For call (put) warrants with foreign securities or a foreign index as the underlying, there is exercise value if the most recent closing price of the underlying securities or the most recent closing value of the underlying index is higher (or lower) than the strike price or point of the call (put) warrant.
    3. If the terms of exercise require cash settlement, then it shall be deemed that the call (put) warrant has been exercised and has given notice to that effect.
  15. Provisions specifying that the issuer may not independently exchange the contracted call (put) warrant with another call (put) warrant or securities which has a longer period of validity.
  16. Procedures for delivery when the holder exercises the option.
  17. Provisions specifying that where the exercise of the option referred to in the preceding subparagraph is required to be done in cash, the cash settlement amount shall be calculated on the basis of the closing price of the underlying securities on the exercise date. If the exercise date is the expiration date of the warrants, the cash settlement amount shall be calculated on the basis of the simple arithmetic mean price trade price of the underlying securities during the 60 minutes prior to market close, the settlement index of the underlying index, or the settlement price of the underlying futures; if there is no trade price for underlying securities during the 60 minutes prior to market close, then the calculation shall be based on the most recent trade price. If the circumstance under Article 58-3, paragraph 5 exists, the calculation shall also incorporate the trade price or index from during the postponement period. The foregoing settlement index of the underlying index and the settlement price of the underlyng futures shall be calculated in accordance with Article 11, subparagraphs 6 and 7 of the TWSE Rules Governing Review of Call (Put) Warrant Listings. However, when the underlying is a foreign security or foreign index, the exercise shall be handled in accordance with the TWSE Guidelines for the Exercise of Call (Put) Warrants.
  18. Provisions specifying that where the issuer has failed to satisfy its obligation by tendering the underlying securities or the cash differential, the procedures for handling the securities kept in a central securities depository as guaranty for performance.
  19. Date of public announcement.
  20. Address at which the public may review the prospectus.
  21. Printing the following disclaimer (standard format): "The Taiwan Stock Exchange Corporation shall not be responsible for the contents of this public announcement, and expresses no opinion on its accuracy or completeness, and it is expressly stated that it shall not assume any liabilities arising out of all or a part of the contents of this public announcement or be liable for damages resulting from reliance on such contents."
  22. Date of listing for call (put) warrant.
  23. Other items required by the TWSE.
    The letter of approval for listing shall be revoked in case the issuer of the call (put) warrant fails to determine the date of listing with the TWSE within 10 business days from the date of issuance of the warrants.
     If it is discovered that any of the circumstances enumerated in Article 7 of the Regulations Governing the Issuance of Call (Put) Warrants by Issuers as promulgated by the competent authority or in any of the subparagraphs of Article 12 of the TWSE Rules Governing Review of Call (Put) Warrant Listings has occurred to an issuer in the preceding paragraph before the commencement of listing of its call (put) warrants, the TWSE may suspend the listing of the call (put) warrants, and conduct an investigation, and report to the Competent Authority. In the event the issuer refuses the investigation of the TWSE or refuses to supply the necessary information, or it is confirmed that it is inappropriate for listing, the TWSE may revoke its Agreement for Listing or delist the warrants, and report to the Competent Authority for recordation. In the event it is shown that there are no inappropriate circumstances for listing, the TWSE may notify the company to resume the listing process, and report to the Competent Authority for recordation.
    Except in the case of an application for extension, the issuer, within 20 days prior to the expiration of the call (put) warrant, shall enter the following particulars into the Internet information reporting system designated by the TWSE, and deliver the downloaded material to the TWSE; however, in the case of issuance of capped call or put warrants or callable bull or bear contracts issued under the conditions of Article 11, subparagraph 8 of the TWSE Rules Governing Review of Call (Put) Warrant Listings, public announcement of the following matters shall be made on the business day following the date that is deemed the last day of trading under the aforesaid Rules, and the above-stated restriction need not apply.
  1. Date of expiration of call (put) warrant, last day of trading, and date of delisting.
  2. Strike price or point and exercise ratio.
  3. Method of settlement when the holder exercises the right.
  4. Process for requesting fulfillment of contract.
  5. Other information required by the TWSE.
    Listed call (put) warrants shall be assigned by the TWSE a code number, and an abbreviated name for uniform usage.
Info
Article 43-2    After the TWSE has approved an application by a trustee institution for listing of beneficial securities issued by it or an application by a special purpose company for listing of asset-backed securities issued by it, and the Agreement for Listing has been signed and taken effect, listing fees shall be paid in accordance with the Agreement for Listing, and, upon receiving notice from the TWSE, the issuer shall upload an electronic file of the prospectus onto the Internet information reporting system designated by the TWSE. Further, 1 day prior to the date it has set with the TWSE for commencement of listing for trading, the trustee institution or special purpose company shall report information related to the listing onto the Internet information reporting system designated by the TWSE, and shall send the downloaded information to the TWSE.
    The information related to listing referred to in the preceding paragraph shall include the following particulars:
  1. Date and reference number of the Competent Authority's approval of issuance.
  2. Date of commencement of listing for trading.
  3. Names, addresses, telephones, and Internet addresses of the trustee institution and the trust supervisor or the special purpose company and the supervisory institution.
  4. Name, address, telephone, and Internet address of the originator.
  5. Date of issue and period of validity.
  6. Total monetary amount and total number of units to be issued.
  7. Summary data of the beneficial securities or asset-backed securities.
  8. Asset pool contents.
  9. Name, address, and telephone of the service institution and backup service institution.
  10. Name, address, and telephone, of the securities underwriter; underwriting period, price, and volume.
  11. Any other particulars required to be publicly announced.
    In cases of applications by trustee institutions for listing of beneficial securities issued thereby or by special purpose companies for asset-backed securities issued thereby, after the Agreement for Listing has taken effect, if the securities are not listed for trading in accordance with provisions within 3 months from the date of the written notice by the TWSE, the listing shall be cancelled, and the matter shall be reported to the Competent Authority for recordation. With legitimate reasons, and upon approval by the TWSE, the period may be extended for a single term of 3 additional months, which shall be reported to the Competent Authority for recordation. However, a suspension period referred to in paragraph 4 shall not be counted therein.
    Before the commencement of listing for trading of beneficial securities or asset-backed securities under the preceding paragraph, if concrete evidence is discovered of the likelihood of existence, before or subsequent to the effectiveness of the Agreement for Listing, of any circumstance under which listing would be inappropriate, or if the Competent Authority voids or revokes the effective registration or approval for the public offering, the TWSE may suspend the listing of the beneficial securities or asset-backed securities, conduct an investigation, and file a report with the Competent Authority for recordation. In the event the trustee institution or special purpose company refuses to submit to investigation by the TWSE or to supply necessary information, or the circumstances inappropriate to listing are verified through investigation, the TWSE may void its Agreement for Listing or delist the securities, and report to the Competent Authority for recordation. In the event it is shown upon investigation that there are no inappropriate circumstances for listing, the TWSE may notify the institution or company to resume the listing process, and report to the Competent Authority for recordation. However, where there remains any uncertainty about appropriateness for listing, the TWSE may continue to suspend the listing of the beneficial securities or asset-backed securities for trading.
    Listed beneficial securities and asset-backed securities shall be assigned by the TWSE a code number and an abbreviated name for uniform usage.
Info
Article 43-3    After the TWSE has approved an application by a real estate securitization trustee institution for listing of REIT beneficial securities or REAT beneficial securities offered and issued by it, and the Agreement for Listing has been signed and taken effect, listing fees shall be paid in accordance with the Agreement for Listing, and, upon receiving notice from the TWSE, the issuer shall upload an electronic file of the prospectus onto the Internet information reporting system designated by the TWSE.
    Further, by the business day prior to the date it has set with the TWSE for commencement of listing for trading, the real estate securitization trustee institution shall report information related to the listing onto the Internet information reporting system designated by the TWSE, and shall send the downloaded information to the TWSE.
    The information related to listing referred to in the preceding paragraph shall include the following particulars:
  1. Date and reference number of the Competent Authority's approval of issuance.
  2. Date of commencement of listing for trading.
  3. Names, addresses, and telephones of the trustee institution and the originator institution that entrusted the real estate management.
  4. Date of issue and period of validity.
  5. Total monetary amount and total number of units to be issued.
  6. Basic policies, scope, and investment strategy for utilization of the fund, or method of management and disposition of the trust property.
  7. Method of calculation and public announcement of net asset value per beneficial unit.
  8. Kinds, times, and payment methods of distributions of yield on REIT fund investment or method of distribution of trust property capital or any benefits, interest, or other income derived therefrom.
  9. Name, address, and telephone, of the securities underwriter; underwriting period, price, and volume.
  10. Any other particulars required to be publicly announced.
    In cases of applications by real estate securitization trustee institutions for listing of REIT beneficial securities or REAT beneficial securities offered and issued thereby, after the Agreement for Listing has taken effect, if the securities are not listed for trading in accordance with provisions within 3 months from the date of the written notice by the TWSE, the listing shall be cancelled, and the matter shall be reported to the Competent Authority for recordation. With legitimate reasons, and upon approval by the TWSE and approval for recordation by the Competent Authority, the period may be extended for a single term of 3 additional months, which shall be reported to the Competent Authority for recordation. However, a suspension period referred to in paragraph 4 of this article shall not be counted therein.
    Before the commencement of listing for trading of REIT beneficial securities or REAT beneficial securities under the preceding paragraph, if concrete evidence is discovered of the likelihood of existence, before or subsequent to the effectiveness of the Agreement for Listing, of any circumstance under which listing would be inappropriate, or if the Competent Authority voids or revokes the approval for offering and issuance, the TWSE may suspend the listing of the beneficial securities, conduct an investigation, and file a report with the Competent Authority for recordation. In the event the securitization trustee institution refuses to submit to investigation by the TWSE or does not cooperating in supplying necessary information, or the circumstances inappropriate to listing are verified through investigation, the TWSE may void its Agreement for Listing or delist the securities, and report to the Competent Authority for recordation. In the event it is shown upon investigation that there are no inappropriate circumstances for listing, the TWSE may notify the institution to resume the listing process, and report to the Competent Authority for recordation. However, where there remains any uncertainty about appropriateness for listing, the TWSE may continue to suspend the listing of the beneficial securities for trading.
    Listed REIT beneficial securities and REAT beneficial securities shall be assigned by the TWSE a code number and an abbreviated name for uniform usage.
Info
Article 44    Listed companies shall establish a professional shareholder services agent or shareholder services unit in the area where the TWSE is located, and within 3 days after their decision of which, report to the TWSE and publicly disclose it. The same process shall apply in case of any changes thereto. However, if a listed company changes its shareholder services agent, it shall report to the TWSE and make a public disclosure within 3 days from the date it obtains the letter of recordation from the Taiwan Depository and Clearing Corporation.
    The title transfer or the splitting of stocks handled by listed companies shall be completed within 3 days after the application therefor is received.
    The professional shareholder services agent or shareholder services unit referred to in paragraph 1 shall have shareholder services handling personnel and equipment that comply with the provisions of the Regulations Governing Handling of Shareholder Services by Public Companies promulgated by the Competent Authority, and it shall conduct shareholder services matters in compliance with the above Regulations Governing Handling of Shareholder Services.
    The provisions of paragraphs 1 and 2 shall apply mutatis mutandis to a SITE or an FTE processing the transfer of title to beneficial certificates; to trustee institutions processing the transfer of title to beneficial securities; to special purpose companies processing the transfer of title to asset-backed securities; to real estate securitization trustee institutions processing the transfer of title to REIT or REAT beneficial securities; to issuers processing the transfer of title to ETNs; to offshore fund institutions, through the master agents appointed by them, or through a qualified shareholder services agent separately appointed by the master agent, processing the transfer of title to beneficial certificates of offshore ETFs, to the transfer of title to secondary listed company stocks, and to foreign issuers and their depositary institutions processing the transfer of title to Taiwan Depositary Receipts.
Info
Article 45    Where the name, type of securities, price per unit, outstanding shares, or other contents are changed, the changes shall be processed in accordance with the laws, and further the "Application for Amending the Listed Securities Registers," and the "Plan for Exchange of Securities Certificates" shall be sent to the TWSE to apply for change of content of the listed securities. The listed company shall send the required documents to the TWSE and file a report on the Internet information reporting system designated by the TWSE during the time period specified by the TWSE, and before the last day the shareholders list may be changed. In the case of change of the company name, within 3 years from the approval date of such change, all the issued securities and other information to be published as required shall be disclosed in the new name as well as the old name. For 3 consecutive months after the company name change, the said information shall be publicly announced on the Internet information reporting system designated by the TWSE. In the case of capital reduction registration, the procedural provisions for delivering the new replacement securities by scripless book-entry transfer shall be carried out within 3 months from the date on which the exchange plan in the "Plan for Exchange of Securities Certificates" submitted to the Competent Authority is approved. Thereafter, the said exchange plan shall be actually implemented. If the issuance of new replacement shares resulting from capital decrease is likely to fall behind schedule or there might be any abnormal situation, the TWSE shall be notified in writing in advance; provided, however, that issuance of new replacement shares may be waived in the case of buy back of treasury stocks and cancellation of shares under Article 28-2 of the Securities and Exchange Act.
    The Plan for Replacement of Share Certificates referred to in the preceding paragraph shall be adopted in accordance with the Procedures for Replacement of Securities Certificates by Listed Companies prescribed by the TWSE.
    Where the volume of the total newly replaced stocks has reached 30 percent of its total listed shares, the listed company may designate the listing date of the new shares (identical with the last day of trading of old shares), and submit an application to the TWSE, for public announcement and implementation after review and approval by the TWSE.
    Where the volume of the total newly replaced stocks has not reached 30 percent of total listed shares of the listed company, if the listed company makes a written undertaking that starting from the date the new shares are traded, the replacement procedures will be commenced and any old shares received will be replaced with new shares on the same date, the procedures enumerated in the preceding paragraph shall apply. If it does not issue the written undertaking, the designation of the listing date of the new shares (identical with the last day of trading of old shares) shall not at the latest be later than 30 days after the first date on which the old shares are replaced with new shares. Further, commencing from the above date, it shall continue with the replacement procedures and issue new replacement shares on the same date on which it receives the old shares.
    The provisions of this article shall apply mutatis mutandis to any change in connection with stocks issued by a secondary listed company or securities of a foreign company represented by Taiwan Depositary Receipts issued by a foreign issuer and its depositary institution.
Info
Article 45-1    Where a listed company issues new shares, the new shares shall be traded on the day such shares are delivered to the shareholders. In the event the company has any conditions enumerated in Article 156, paragraph 1 of the Securities and Exchange Act and the Competent Authority has restricted its trading, the shares shall be prohibited from being traded.
    The company issuing the new shares referred to in the preceding paragraph shall, before the share certificates representing the new shares are delivered and within the time period specified by the TWSE, make a report and upload the relevant documents onto the Internet information reporting system designated by the TWSE.
    Once verified by the TWSE, the reported information referred to in the preceding paragraph shall form an integral part of the original Agreement for Listing.
Info
Article 46    Where a listed company closes the books on changes to the shareholders register in accordance with Article 165 of the Company Act, it shall, before the last date the shareholders register may be changed and within the time period required by the TWSE, publicly announce on the website reporting system designated by the TWSE the reason for the suspension, date of suspension, amount of dividends and bonuses to be distributed, and allocation of rights. However, in special circumstances, where the reasons are stated, the company may simply publicly announce in advance the reasons for convening a shareholders meeting and the date of the meeting. In such cases, it shall follow up, at least 40 days prior to the date of the shareholders meeting, with a public announcement on the above-mentioned website designated by the TWSE of the amount of dividends and bonuses to be distributed or rights to be allocated.
    If there is subsequently any change in information publicly announced by a listed company under the preceding paragraph, or the public announcement is not made by the listed company within the time period specified by the TWSE, then the listed company shall bear full liability for any resultant trade dispute or damage suffered by a party to a trade.
    The provisions of paragraph 2 of this Article shall apply mutatis mutandis to a SITE or an FTE setting a time period for changes to the beneficiaries list or date of distribution of profits when handling matters set forth in Article 64, Article 68, and Article 77 of the Regulations Governing Securities Investment Trust Funds or Article 60, Article 63, or Article 78 of the Regulations Governing Futures Trust Funds.
    The provisions of paragraphs 1 and 2 shall apply mutatis mutandis for the book closure period during which the shareholders list, beneficiaries list, and foreign bond holders list may not be changed due to the distribution of stock dividends, bond interest, bonus, or other interests in accordance with the laws of its country of registration, in respect of bonds issued by a foreign issuer or its agent institution, stocks issued by a primary or secondary listed company or its agent institution, or foreign securities represented by Taiwan Depositary Receipts issued by a foreign issuer or its depositary institution. All shareholders of a TWSE primary listed company shall be notified by 30 days before the convening of a regular shareholders meeting. If a TWSE primary listed company, however, under the laws and regulations of the country of its registration, is unable to deliver the notice of the convening of the shareholders meeting by 30 days before the meeting, it shall deliver notice to all shareholders, at the latest, by 21 days before the regular shareholders meeting, and shall make a supplementary public disclosure by 10 days before the date of delivery of the shareholders meeting notice.
    The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when a trustee institution sets a record date for book closure of the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or of distribution of profit on a special purpose trust, or when a special purpose company sets a record date for book closure for entries in the register of holders of asset-backed securities or a record date for distributions because of the convening of a meeting of holders of asset-backed securities or distribution or repayment of principal, profit, interest, or other income rights in accordance with an asset securitization plan.
    The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when a securitization trustee institution sets a record date for book closure of the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or distribution of income.
    The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when an issuer of ETNs sets a record date for book closure of the register of holders of ETNs or for distribution of income because of distribution of income.
    When an offshore fund institution, for purposes of holding a beneficial owners meeting or shareholders meeting of an offshore ETF, or for distribution of income or dividends, sets the record date for book closure period of the register of beneficial owners or register of shareholders or for a distribution of income or dividends, the provisions of paragraph 1 shall apply mutatis mutandis to the master agent appointed by the offshore fund institution.
    When an offshore fund institution entrusts its master agent to make any public announcement of a matter under the preceding paragraph, if, due to any subsequent change or to a failure to make the public announcement by the deadline under TWSE regulations, any trade dispute occurs and a party to the trade suffers any loss, the offshore fund institution and the master agent shall without exception be held fully liable.
    When a listed company or a primary listed company has not issued a cash dividend within 3 months after the ex-dividend record date, the TWSE may impose a penalty of NT$100,000 and send the company a written notice to correct the situation within 1 month after its receipt of the notice. If the company again fails to issue the dividend within the deadline, the TWSE may impose a penalty of not less than NT$200,000 and not more than NT$1 million, and may impose a new deadline for correction according to the circumstances of the individual case. If the company still fails to comply, the TWSE may impose a penalty of not less than NT$200,000 and not more than NT$1 million for each successive failure to comply.
Info
Article 46-1    On the date when the issuing company of the underlying securities represented by a call (put) warrant commences to distribute dividends or bonuses, increase capitalization, or where the strike price or point has to be adjusted as it meets the criteria for resetting, or upon distribution of dividends on an underlying ETF or handling of other related matters by a SITE or FTE, or upon distribution of dividends on an underlying offshore ETF or handling of other related matters by an offshore fund institution, such issuer or enterprise shall, by the deadline prescribed by the TWSE, enter the information listed below into the Internet information reporting system designated by the TWSE; if the issuing company of the underlying securities commences to duly carry out a capital reduction, stock split, or reverse stock split, the warrant issuer shall, by the deadline prescribed by the TWSE, shall enter the information listed below into the Internet information reporting system designated by the TWSE, and shall additionally deliver the downloaded material to the TWSE:
  1. Name of the call (put) warrant.
  2. Date of maturity for call (put) warrant.
  3. Adjustments and changes to the strike price or point, exercise ratio, and other related matters in the call (put) warrant.
  4. Effective date.
  5. Other relevant information required by the TWSE.
Info
Article 47    A listed company shall provide the following information within the prescribed time period:
  1. With the exception of announcements of book closure of the shareholders' register because of the convening of a regular shareholders' meeting, special shareholders' meeting, or target date fixed by the company for distribution of dividends, bonus, or other benefits under Article 165 of the Company Act, for which it is not necessary to send the downloaded information to the TWSE, for all other announcements related to the rights and obligations of shareholders, the relevant particulars shall be entered into the Internet information reporting system designated by the TWSE, and the downloaded information shall be sent to the TWSE. Where particulars that should be publicly announced were not announced, or where the announced items were not sufficiently explanatory, the TWSE may inform the company to make the announcement or to supplement or amend the announcement.
  2. Before convening a shareholders meeting, the board meeting minutes along with the public announcement of book closure of the shareholders' register shall be entered into the Internet information reporting system designated by the TWSE in accordance with the preceding article.
  3. Within 20 days of the general shareholders meeting, two copies of the annual report to the shareholders meeting shall be submitted.
  4. Where approval is granted for the issuance of securities, four copies of the prospectus shall be submitted.
  5. Two copies of the financial reports, documents, reports or forms required to be provided to the TWSE pursuant to Article 36 of the Securities and Exchange Act, and when the annual financial reports are submitted, two copies of the consolidated financial statements of the affiliates shall be provided.
  6. Other information as required by the Competent Authority and the TWSE.
    Where a listed company issuing overseas stocks on an overseas stock exchange is required by the laws and regulations of the jurisdiction in which the listing is to take place to provide or disclose certain information, a copy of such information shall be provided to the TWSE within 2 days after such information has been so provided.
    The TWSE may, according to a listed company's scale, nature of business, and other necessary circumstances, require the company to prepare a social corporate responsibility report, and to file it through the internet information reporting system designated by the TWSE. The operation rules governing such reports will be separately prescribed.
Info
Article 47-1    SITEs, FTEs, and the master agents of offshore fund institutions shall provide the following information within the prescribed time period:
  1. Where an announcement is related to the rights of beneficiaries, the relevant particulars shall be entered into the Internet information reporting system designated by the TWSE. Where particulars that should be publicly announced but were not announced, or where the announced items were not sufficiently explanatory, the TWSE may inform the company to make the announcement or supplement or amend the announcement.
  2. Upon receiving notification from the TWSE of approval for offering and issuance of beneficial certificates, a SITE shall upload the electronic file [of the prospectus] onto the Internet information reporting system designated by the TWSE and provide four [physical] copies of the prospectus.
  3. At the same time that they are filed with the Competent Authority, two copies of the annual report and monthly balance sheet report shall be submitted, provided that the requirement of submission of a monthly balance sheet shall not apply if the offshore ETF is not required to prepare a monthly balance sheet under the rules of the competent authority of its place of registration.
    The TWSE may provide original or abstract copies of the information provided to it pursuant to the preceding paragraphs for review by the public.
Article 47-2    Any primary or secondary listed company and its agent institution, or any foreign issuer and its depositary institution that issue Taiwan Depositary Receipts, shall provide the following information within the prescribed time period:
  1. Foreign issuers designating specific time periods or record dates for confirmation of its shareholders for purposes of distribution of dividends, warrants, and other rights shall on the commencement date or 12 business days before the record date report the particulars and other concrete contents regarding such events on the Internet information reporting system designated by the TWSE.
  2. (deleted)
  3. In accordance with regulations, four copies of the prospectus must be provided to the TWSE for review by the public when the stock or Taiwan Depositary Receipt begins trading on the Exchange.
  4. The form "Items that Shall be Publicly Announced and Reported to this Commission when A Foreign Issuer Offers and Issues Securities" produced in accordance with the regulation of the Competent Authority shall be provided.
    The preceding documents or public announcement, if in English, shall have Chinese translations, or shall be made in Chinese.
Info
Article 47-3    (deleted)
Article 47-4    The trustee institution or special purpose company shall provide the following information within the prescribed time period:
  1. When rights or interests of beneficiaries or holders are publicly announced, the relevant particulars shall be entered into the Internet information reporting system designated by the TWSE. Where particulars that should have been publicly announced were not announced, or where the announced items were not sufficiently explanatory, the TWSE may give notice via letter to make the announcement or to supplement or amend the announcement.
  2. When trading of beneficial securities or asset-backed securities on the TWSE market commences, four copies of the prospectus shall be submitted.
  3. Two copies of each shall be submitted at the time that the balance sheet, profit and loss statement, and trust property management and application report prepared by the trustee institution with respect to the trust property of the special purpose trust are reported to the trust supervisor and notice is given to the beneficiaries; and at the time that the report prepared by the special purpose company with respect to the management and disposition of the assigned assets, profit/loss and distribution amounts, book balance, withdrawn capital or other interests, overdue receivables and bad debts, and other material information, is reported to the supervisory institution and notice is given to all holders.
  4. When the special purpose company performs reporting and public announcement in accordance with Article 36 of the Securities and Exchange Act, two copies of all such information shall be submitted.
    The TWSE may provide the originals or abstracts of any information provided to it pursuant to the preceding paragraphs for review by the public.
Info
Article 47-5    The real estate securitization trustee institution shall provide the following information within the prescribed time period:
  1. When rights or interests of beneficiaries are publicly announced, the relevant particulars shall be entered into the Internet information reporting system designated by the TWSE. Where particulars that should have been publicly announced were not announced, or where the announced items were not sufficiently explanatory, the TWSE may give notice via letter to make the announcement or to supplement or amend the announcement.
  2. When trading of REIT beneficial securities or REAT beneficial securities on the TWSE market commences, four copies of the prospectus shall be submitted.
  3. Two copies shall be submitted of the trust property assessment report publicly announced every 3 months by the real estate securitization trustee institution.
  4. Two copies of each shall be submitted at the time that the balance sheet, profit and loss statement, and trust property management and application report prepared by the real estate securitization trustee institution are reported to the trust supervisor and notice is given to the beneficiaries.
  5. Two copies of the beneficiaries meeting minutes shall be submitted within 20 days after the beneficiaries meeting.
  6. Other information as required by the Competent Authority and the TWSE.
    The TWSE may provide the originals or abstracts of any information provided to it pursuant to the preceding paragraphs for review by the public.
Article 47-6    An issuer of ETNs shall submit the following information according to the required schedule:
  1. When publishing information about rights and interests of holders of ETNS, an issuer shall enter the information to the online information reporting system at the website designated by the TWSE. If it fails to publish information required to be published or the information it has published is inadequate, the TWSE may send a written notice asking it to publish the information or provide supplementary or corrected information.
  2. Four copies of the prospectus the ETNs shall be submitted prior to beginning of trading at the TWSE market.
  3. Other information to be submitted as required by the competent authorities and the TWSE.
    The TWSE may grant public access to the information submitted in accordance with the preceding paragraph in its original or in abstract copy.
Article 48    Within 2 days of the occurrence or of the effectiveness of the following events, a listed company shall report to the TWSE:
  1. Where any of the conditions specified in Article 49 and Article 50 of these Operating Rules occurs.
  2. Amendment of its articles of incorporation, or increase/decrease of capitalization.
  3. Issuance of preferred classes of shares, or the issuance, maturity or redemption of corporate bonds, or the conversion of convertible bonds into shares in accordance with its terms.
  4. Addition or reduction or substitution in value of the security for the bond.
  5. The reaching of a resolution referred to in Article 185 of the Company Act, the purchase of shares referred to in Article 186 of the Company Act, or the negotiation and determination of the purchase price of shares referred to in Article 187 of the Company Act.
  6. Any action of the promoters or directors that under the Company Act carries liability for damages.
  7. Any resolutions of the normal or special meeting of shareholders which have been revoked by a court in accordance with the law.
  8. Where reports are made to the Competent Authority pursuant to Article 25, and Article 36, paragraph 2 of the Securities and Exchange Act.
  9. Any judicial decision on the reported loss of, and deprivation of rights for listed securities, or the attachment or provisional attachment thereof, or its holder is adjudicated to be bankrupt.
    A SITE or an FTE to which any of the following conditions applies shall report to the TWSE:
  1. Any changes in the specimen certificate of a beneficial certificate.
  2. Any events specified in Article 63 or Article 78 of the Regulations Governing Securities Investment Trust Funds, or Article 73 or Article 82 of the Regulations Governing Futures Trust Funds.
  3. Any events specified in Article 3, Article 4, Article 5, or Article 24 of the Rules Governing Securities Investment Trust Enterprises or Article 8, Article 9, Article 10, or Article 38 of the Regulations Governing Futures Trust Enterprises.
    Upon receiving any notice made pursuant to the preceding two paragraphs, or where it learns such information from other sources, in order to provide reference material to the public, the TWSE shall, in addition to processing the matter in accordance with regulations or reporting to the Competent Authority for its disposal, publicly announce the matter or notify the listed company in writing to report it on the Internet information reporting system designated by the TWSE.
Info
Article 48-1    A secondary listed company shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information of Listed Companies prescribed by the TWSE.
    Upon receiving approval from the Competent Authority to issue call (put) warrants, a call (put) warrant issuer shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Listed Warrants/Stocks prescribed by the TWSE.
    A trustee institution or special purpose company shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Trustee Institutions and Special Purpose Companies prescribed by the TWSE.
    A real estate securitization trustee institution shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Real Estate Securitization Trustee Institutions prescribed by the TWSE.
    An issuer of ETNs shall make reporting in a timely manner in accordance with the Procedures for Verification and Disclosure of Material Information of Listed Exchange-Traded Notes, established by the TWSE.
Article 48-2    If a listed company is reducing the percentage of its direct or indirect shareholding in (or contribution to) its key subsidiary by 10 percent or more, on an accumulative basis, in three years or has lost its control over the subsidiary, it shall appoint an independent expert to issue an opinion on the fairness of the price in the various reductions and the impact on the shareholders' equity of the listed company.
    The listed company shall submit the written opinion in the preceding paragraph, how percentage of shareholding in (or contribution to) the key subsidiary will be reduced, the parties to whom equities (or contributions) are to be assigned or the specified persons being contacted, and whether continued listing of shares of the listed company on the TWSE will be affected to its audit committee for review and then submit the results of the review to its board of directors for discussion. Where the company has not established an audit committee, the approval of two-thirds of all members of the board of directors shall be required.
    The three years as referred to in the first paragraph shall be the three-year period prior to the day of occurrence of the relevant event. Those changes occurring during this period that have been dealt with in accordance with this Article, however, shall be excluded.
    For purpose of the preceding paragraph, the day of occurrence of the relevant event shall mean the agreement date, contract signing date, payment date, closing date of consigned trading, transfer of title date, date of resolution of a board of directors or a committee established by the BOD, or any other day when the counterparty to a transaction or the trading value can be confirmed, whichever is earlier. In case of an investment requiring the approval by the competent authorities, however, the day shall be one of the above dates or the date when the approval by the competent authorities is received, whichever is earlier.
    A listed domestic company that is an investment holding company or financial holding company and is a subsidiary that has met the standards under Article 7, paragraph 3 of the TWSE Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities will be deemed a key subsidiary for purposes of this Article.
    In the event of a listed company's violation of this Article, the TWSE may notify it for improvement, change how its securities are trading, or suspend trading of its securities depending on degree of severity.
Article 48-3    If a subsidiary of a listed company applies for listing of securities in an overseas securities market for trading, it shall establish a special committee to review and consider the following matters and submit the results of the reviews to the board of directors for discussion before the listing shall be approved by resolution at a shareholders' meeting of the listed company:
  1. The purpose of the subsidiary's application for listing of securities in the overseas securities market for trading.
  2. Impact on the finance and business of the listed company, and impact of the proposed changes in the organizational structure and business on the listed company.
  3. Method of shareholding dispersal, proposed reduction of shareholding, basis of price determination, to whom equities are to be assigned or specified persons being contacted with regard to the subsidiary.
  4. Whether continued listing of shares of the listed company on the TWSE will be affected.
    When a subsidiary of a listed company applies for listing at an overseas securities market, making the listed company meets the criteria in the first paragraph of the preceding article due to a reduced direct or indirect shareholding in or capital contribution to its subsidiary, the listed company shall take the required actions in accordance with the applicable provisions in that article.
    Where listing shall be approved by resolution at a shareholders' meeting in accordance with the first paragraph, the information listed in that paragraph shall be included and explained in the reason for convening the shareholders' meeting and shall not be submitted as an extempore motion.
    If, as a result of a subsidiary of a listed company listing securities in an overseas securities market for trading, the listed company or subsidiary is required to issue an undertaking to the competent authority or security exchange of such market, the listed company shall establish a special committee to review and consider the impact of the undertaking on the finance, business or shareholder equity of the listed company and the subisidary, and shall submit the results of the review to the board of directors for resolution.
    The contents of the undertaking and board of directors resolution mentioned in the preceding paragraph shall be fully reported in the next shareholders’ meeting.
    Where a listed company that has established an audit committee, the audit committee shall act as the special committee referred to in the first to four paragraphs. The audit committee shall follow the regulations on matters to be resolved by audit committee under the Securities and Exchange Act in proceeding with the reviews and considerations under this article.
    Where a special committee is established in accordance with this article, the applicable regulations under the Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition shall apply mutatis mutandis to the makeup, qualification, review method and other matters relating to the committee.
    In the event of a listed company's violation of this Article, the TWSE may notify it for improvement, change how its securities are trading, or suspend trading of its securities depending on degree of severity.
Article 49    If any of the following circumstances applies to a listed company, the TWSE may place its listed securities under an altered trading method:
  1. The latest individual financial report, as registered and publicly announced in accordance with Article 36 of the Securities and Exchange Act, shows that its net worth is less than one-half of its share capital stated on the financial report.
  2. A shareholders meeting has not been held within 6 months after the end of the fiscal year.
  3. The attesting CPA for the most recent financial report publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act issues an audit report or review report indicating substantial uncertainty about the ability to continue as a going concern, or the attesting CPA issues a qualified audit report or a review report with a qualified conclusion. However, this shall not apply if it is otherwise permitted by the laws and regulations of the competent authority, or in the case of an interim financial report if the reason is that the calculation of investment in a non-major subsidiary, or investment accounted for using the equity method, and the amount of profit or loss thereupon, is based on a financial report that has not been audited or reviewed by a CPA, and the attesting CPA has fully disclosed in the audit or review report the reasons for the qualified opinion and the monetary amounts of any accounting items that may be affected thereby, and no material irregularities are present. However, if an above-mentioned non-major subsidiary is a subsidiary of a financial holding company, its interim financial report shall also be audited or reviewed by a CPA in accordance with applicable laws and regulations.
  4. Violation of relevant bylaws or rules concerning the material information of a listed company, and failure to rectify the situation within the specified time after having been notified to proceed with disclosure process, and such violation was serious.
  5. Two-thirds or more of the directors or supervisors have been provisionally ordered to be suspended of the performance of their authorities and duties.
  6. A petition for re-organization has been filed to the court in accordance with Article 282 of the Company Act.
  7. Half or more of the directors have changed, such that any of the following circumstances exists, and it fails to make improvement within a specified time period ordered by the TWSE:
    1. The shareholding is too concentrated to meet the then-current shareholding dispersion criteria for listing.
    2. The newly appointed directors, supervisors, or president meet any of the conditions under Article 9, paragraph 1, subparagraph 8 of the TWSE Rules Governing the Review of Securities Listings.
  8. The company is unable to punctually pay for the common corporate bonds or convertible corporate bonds which have matured or which the creditors requested it to redeem.
  9. Dishonor of a negotiable instrument by a financial institution because of insufficient funds on deposit, where the TWSE is aware of such dishonor.
  10. After a demerger, the paid-in capital of an ordinary company or a technology company fails to comply with Article 4, paragraph 1, subparagraph 2 or Article 5, subparagraph 1, respectively, of the Rules Governing the Review of Securities Listings.
  11. The number of companies held by an investment holding company falls below two companies; provided, for investment holding companies created as a result of share conversion, sale and assignment, transfer of business, demerger, or change of company name, this shall not apply within 1 year from the date of listing for trading.
  12. Failure to abide by an undertaking to purchase the shares held by other shareholders of a TWSE listed (or Taipei Exchange listed) subsidiary in which it has shareholding of more than 70 percent.
  13. Any of the following circumstances occurs in the handling of shareholder services:
    1. The company has not engaged a shareholder services agent, and has not obtained the Taiwan Depository and Clearing Corporation's review and agreement to handle shareholder services.
    2. The Taiwan Depository and Clearing Corporation has audited and discovered a material irregularity in shareholder services, and the company has failed to correct the irregularity within the deadline set by the TWSE for corrections.
  14. Where explanations given in a press conference concerning material information fail to clarify points in question, and the TWSE deems it necessary to protect the rights and interests of investors.
  15. The number of TWSE listed common shares does not reach 25 percent of the total number of the company's issued common shares, and any of the circumstances in the following items exists:.
    1. The share capital of TWSE listed common shares does not reach NT$600 million.
    2. The number of TWSE listed common shares does not reach 30 million shares.
  16. The requirements of Article 50, paragraph 2, subparagraph 13 cannot be met within 6 months after trading is suspended pursuant to Article 50, paragraph 1, subparagraph 14.
  17. A venture capital company fails to rectify within the prescribed time limit when its current financial reports show any of the following:
    1. The number of shares it invests and holds in any public company exceeds 30 percent of the total issued voting shares of said company.
    2. The total investment it holds in any invested company exceeds 20 percent of the total assets shown in the venture capital company's most updated financial reports.
    3. Its total investment fails to reach 60 percent of its total assets.
    4. It engages in any business other than those stipulated in the Rules Governing Guidance to Venture Capital Enterprises.
  18. The board of directors resolves to refer a dissolution proposal to a shareholders' meeting for resolution.
  19. Upon other necessary reasons as determined by the TWSE.
    If securities of a listed company have been placed under an altered trading method because of a circumstance in a subparagraph of the preceding paragraph, upon satisfaction of the below conditions, and freedom of any other of the above circumstances, the TWSE may resume trading of the company's securities by the normal trading method:
  1. Where the change of trading method was imposed pursuant to subparagraph 1 of the preceding paragraph, the financial reports for the most recent two periods registered and publicly announced pursuant to Article 36 of the Securities and Exchange Act each shows net worth exceeding NT$300 million and reaching one-half or more of the share capital stated on the financial report, and the operations for exchange of securities upon capital reduction are completed.
  2. Where the change of trading method was imposed pursuant to subparagraph 2 of the preceding paragraph, and the shareholders meeting has been held.
  3. Where the change of trading method was imposed pursuant to subparagraph 3 of the preceding paragraph, and due to supplementation or correction, the circumstances specified in that subparagraph no longer exist.
  4. Where the change of trading method was imposed pursuant to subparagraph 4 of the preceding paragraph, and disclosure proceeding is commenced in compliance with the notice.
  5. After the trading method was changed pursuant to subparagraph 5 of the preceding paragraph, the preliminary injunction order was cancelled by the court and one-third or more of the directors or supervisors are able to perform their authorities and duties.
  6. After the trading method was changed pursuant to subparagraph 6 of the preceding paragraph, the petition for re-organization was withdrawn or was conclusively dismissed by court pursuant to Article 283-1, subparagraph 1 or Article 285-1, paragraph 3, subparagraph 1 ; provided that the execution period of the altered trading method shall not be less than 3 months where the petition for re-organization was withdrawn.
  7. After the trading method was changed pursuant to subparagraph 7 of the preceding paragraph, supplementation or correction was made.
  8. After the trading method was changed pursuant to subparagraph 8 of the preceding paragraph, the company has repaid the debt or reached a settlement agreement with the creditors.
  9. Within 3 months of the trading day next following the date the trading method was changed pursuant to subparagraph 9 of the preceding paragraph, the listed company has completed any of the remedial procedures enumerated herein below, and the listed company has produced a direct or indirect note in evidence thereof from the clearing house, and no further instance of dishonor of negotiable instruments has occurred prior to resumption of normal settlement. However, if the listed company adopts the remedial procedure of "extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument," it shall additionally submit a rechecking form prescribed by the TWSE. The form shall be signed and certified by a CPA and a lawyer and submitted to the TWSE along with the other relevant documents and materials for approval and recordation:
    1. Extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument.
    2. Deposit the amount of the instrument into the financial enterprise that dishonored the instrument with a request that it be listed as provision for payment under "other payables."
    3. Pay the amount of the instrument out of the checking account or other payables account upon re-presentment of the instrument subsequent to its dishonoring.
  10. Where correction or improvement has been made by the listed company within 3 months of the trading day next following the date the trading method of the securities was changed pursuant to subparagraph 10 of the preceding paragraph.
  11. Where correction or improvement has been made within 3 months after the change of trading method of the securities pursuant to subparagraph 11 or subparagraph 12 of the preceding paragraph.
  12. Where supplementation or correction has been made after the trading method was changed pursuant to subparagraph 13 of the preceding paragraph.
  13. Where the points in question have been clarified after the trading method was changed pursuant to subparagraph 14 of the preceding paragraph, provided that if the TWSE determines there is any material deficiency in the design and execution of the company's internal control system, in addition to clarifying the points in question, the company shall revise its internal control system and shall have implemented the revisions for at least 3 months and obtained a CPA-issued audit opinion letter regarding the effectiveness of the aforementioned internal control system's design and execution.
  14. Where supplementation or correction has been made after the trading method was changed pursuant to subparagraph 15 of the preceding paragraph, and the single-quarter net pofit before tax attributable to owners of the parent for each of the most recent consecutive two quarters is positive.
  15. Within two years after the securities have been placed under the altered trading method due to the circumstances in subparagraph 16 of the preceding paragraph, the sum of the net pofit before tax attributable to owners of the parent stated in the publicly announced and filed financial reports for the most recent four periods reaches 3 percent or more of the share capital stated in the financial reports for the most recent period, and the requirements of Article 50, paragraph 2, subparagraph 13, items B to F are met.
  16. After the trading method was changed pursuant to subparagraph 17 of the preceding paragraph, correction or improvement is made.
  17. After the trading method was changed pursuant to subparagraph 18 of the preceding paragraph, the dissolution proposal is revoked by the board of directors, or the shareholders' meeting fails to pass a resolution for the proposal.
  18. After the trading method was changed pursuant to subparagraph 19 of the preceding paragraph, correction or improvement is made upon the request of the TWSE.
    Where the TWSE changes the trading method of listed securities pursuant to subparagraph 1 of the preceding paragraph, or where the TWSE restores the trading method to normal settlement pursuant to subparagraph 2 of the preceding paragraph, within 1 month of such action, the TWSE shall report such action to the Competent Authority for recordation.
    The net worth referred to in Chapter IV and IV-1 means the equity attributable to owners of the parent as stated in the balance sheet prepared in accordance with the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry.
Info
Article 49-1    If any of the circumstances listed below apply to a primary listed company, the TWSE may classify that company's listed securities as securities placed under an altered trading method:
  1. Net worth, as indicated in its duly announced and filed financial report for the most recent period, of less than one-half of its share capital stated in the financial report.
  2. Failure to convene and bring to completion a regular shareholders meeting within 6 months after the conclusion of the fiscal year.
  3. The attesting CPA for the most recent financial report publicly announced and registered as required issues an audit report or a review report indicating substantial uncertainty about the ability to continue as a going concern, or the attesting CPA issues a qualified audit report or a review report with a qualified conclusion. However, this shall not apply in the case of an interim financial report if the reason is that the calculation of investment in a non-major subsidiary, or investment accounted for using the equity method, and the amount of profit or loss thereupon, is based on a financial report that has not been audited or reviewed by a CPA, and the attesting CPA fully discloses in the audit or review report the reasons for the qualified opinion and the monetary amounts of any accounting items that may be affected thereby, and no material irregularities are present.
  4. It violated any bylaw, rule, or regulation relating to listed foreign securities such as those regarding the disclosure of material information, was notified to conduct supplementary disclosure procedures, failed to do so before the deadline, and the circumstances of the case were serious.
  5. Any petition for its reorganization has been submitted to the court in the country where it is registered.
  6. If the situation in Article 28-8, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings applies to the incumbent director, supervisor, or general manager of the primary listed company or any company it controls, and corrective action is not taken within the period prescribed by the TWSE.
  7. Inability to redeem ordinary corporate bonds or convertible corporate bonds upon maturity or upon creditor request.
  8. A negotiable instrument has been dishonored by a financial institution due to insufficient funds and the TWSE is aware of the situation.
  9. Explanations in a press conference concerning material information fail to clarify the points in question and the TWSE deems it necessary to protect the rights and interests of investors.
  10. The number of TWSE listed common shares does not reach 25 percent of the total number of the company's issued common shares, and does not reach 60 million shares.
  11. The requirements of Article 50-3, paragraph 2, subparagraph 11 cannot be met within 6 months after trading is suspended pursuant to Article 50-3, paragraph 1, subparagraph 11.
  12. The board of directors resolves to refer a dissolution proposal to a shareholders' meeting for resolution.
  13. The TWSE deems it necessary to do so for any other reason.
    When a primary listed company's securities have been classified as securities placed under an altered trading method due to any circumstance in a subparagraph of the preceding paragraph, if the company meets the respective requirements listed below and is free of any other circumstances in the subparagraphs of the preceding paragraph, the TWSE may restore the regular trading method for the company's listed securities:
  1. After placement under an altered trading method pursuant to subparagraph 1 of the preceding paragraph, the net worth in its consolidated financial reports as duly filed and announced for each of the most recent two periods exceeds NT$300 million and is one-half or more of its share capital as stated therein, and the operations for exchange of securities upon capital reduction have been completed.
  2. After placement under an altered trading method pursuant to subparagraph 2 of the preceding paragraph, it convenes and brings to completion the regular shareholders meeting.
  3. After placement under an altered trading method pursuant to subparagraph 3 of the preceding paragraph, the circumstance under that subparagraph ceases to exist after supplementary or corrective action.
  4. After placement under an altered trading method pursuant to subparagraph 4 of the preceding paragraph, it conducts supplementary disclosure procedures as per notification.
  5. After placement under an altered trading method pursuant to subparagraph 5 of the preceding paragraph, the petition for its reorganization is withdrawn, or is conclusively dismissed by court on the grounds that the petition procedure fails to conform to requirements or the statement of petition contains false or untrue entries; provided that the altered trading method implementation period may not be less than 3 months where the petition for its reorganization is withdrawn.
  6. After placement under an altered trading method pursuant to subparagraph 6 of the preceding paragraph, supplementation or corrective action is taken.
  7. After placement under an altered trading method pursuant to subparagraph 7 of the preceding paragraph, the company settles its obligation or reaches a conciliation agreement with the creditor.
  8. Within 3 months from the next business day after placement under an altered trading method pursuant to subparagraph 8 of the preceding paragraph, it extinguishes the debt under the negotiable instrument by actual settlement of the amount of the negotiable instrument or completes payment negotiation procedures with its financial institution, and has the negotiation documents signed and certified by a CPA and lawyer and submits them together with other relevant documentation to the TWSE for review and recordation.
  9. After placement under an altered trading method pursuant to subparagraph 9 of the preceding paragraph, it clarifies the points in question.
  10. Where supplementation or correction has been made after the trading method was changed pursuant to subparagraph 10 of the preceding paragraph, and the single-quarter net pofit before tax attributable to owners of the parent for each of the most recent consecutive two quarters is positive.
  11. Within two years after the securities have been placed under the altered trading method due to the circumstances in subparagraph 11 of the preceding paragraph, the sum of the net pofit before tax attributable to owners of the parent stated in the publicly announced and filed financial reports for the most recent four periods reaches NT$60 million, and the requirements of Article 50-3, paragraph 2, subparagraph 11, items B to F are met.
  12. After the trading method was changed pursuant to subparagraph 12 of the preceding paragraph, the dissolution proposal is revoked by the board of directors, or the shareholders' meeting fails to pass a resolution for the proposal.
  13. After placement under an altered trading method under subparagraph 13 of the preceding paragraph, it provides supplementation or takes corrective action as required by the TWSE.
    Within 1 month after it places the listed shares of a primary listed company under an altered trading method pursuant to the circumstances of paragraph 1, or restores that company's listed shares to the regular trading method under paragraph 2, the TWSE shall file with the Competent Authority for recordation.
    After a primary listed company, under Article 28-7 of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, adds in its articles of incorporation, organizational documents, or important financial or business documents any important matters as designated by the TWSE in connection with the protection of shareholders equity, it shall submit the draft amendment with a legal opinion by a lawyer regarding important matters in connection with the protection of shareholders equity of its articles of incorporation, organizational documents, or important financial or business documents to the TWSE 15 days before the notice or announcement of the shareholders meeting. If the TWSE deems that the draft amendment is likely to impair shareholders equity, it may issue an opposing opinion to the draft amendment. If the primary listed company, without the prior approval of the TWSE, fails to submit the draft amendment by the above-stated deadline, the TWSE may impose a penalty of NT$30,000.
    If the TWSE deems that any content of a primary listed company's articles of incorporation, organizational documents, or important financial or business documents is likely to impair shareholders equity, it may require the primary listed company to amend its articles of incorporation, organizational documents, or important financial or business documents by a deadline. If the primary listed company fails to amend its articles of incorporation, organizational documents, or important financial or business documents by the deadline, the TWSE may impose a penalty of NT$30,000, and further impose a deadline for amendment of the articles of incorporation, organizational documents, or important financial or business documents. If the primary listed company still fails to amend the articles of incorporation, organizational documents, or important financial or business documents by the deadline, the TWSE may designate its listed stock as securities placed under an altered trading method. However, if in an individual case the circumstances of the impairment to shareholder equity are serious, the TWSE may proceed directly to designate the listed stock as securities placed under an altered trading method, without first imposing the penalty.
    When listed stock of a primary listed company is designated as securities placed under an altered trading method because of circumstances in paragraph 5, then once the articles of incorporation, organizational documents, or important financial or business documents have been amended so that there is no longer any likelihood of impairment to shareholder equity, nor is there any other of the circumstances set out in the subparagraphs of paragraph 1, the TWSE may resume normal trading of the company's listed stock.
    When the TWSE designates the listed stock of any primary listed company as securities placed under an altered trading method pursuant to paragraph 5, or resumes normal trading of its listed stock pursuant to paragraph 6, it shall report to the competent authority for recordation within 1 month after executing the measure.
    If a secondary listed company, or a foreign issuer that issues Taiwan Depositary Receipts or the depositary institution thereof, breaches an undertaking executed at the time of its application for listing, the TWSE may depending on the case impose a breach penalty of NT$30,000 and order it to make supplementation or corrections within a certain period of time.
    If any of the circumstances listed below exists with respect to a TWSE secondary listed company, the TWSE may place its listed securities under an altered trading method:
  1. The company fails to publicly announce and file its consolidated financial report by the prescribed deadline.
  2. Its net worth indicated in its duly announced and filed consolidated financial report for the most recent period is less than one-half of its share capital stated in the consolidated financial report.
  3. The attesting CPA for the most recent consolidated financial report publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act issues an audit report or review report indicating substantial uncertainty about the ability to continue as a going concern, or the attesting CPA issues a qualified audit report or a review report with a qualified conclusion. However, this shall not apply in the case of an interim financial report if the reason is that the calculation of investment in a non-major subsidiary, or investment accounted for using the equity method, and the amount of profit or loss thereupon, is based on a financial report that has not been audited or reviewed by a CPA, and the attesting CPA fully discloses in the audit or review report the reasons for the qualified opinion and the monetary amounts of any accounting items that may be affected thereby, and no material irregularities are present.
  4. For the duly announced and filed consolidated financial report for the most recent period, the CPA issues a disclaimer of opinion or an adverse opinion in the audit report, or issues an adverse conclusion or disclaimer of conclusion in the review report.
  5. The company is unable to punctually repay straight corporate bonds or convertible corporate bonds upon maturity or upon the demand of creditors.
  6. Dishonor of a negotiable instrument by a financial institution because of insufficient funds on deposit, where the TWSE is aware of such dishonor.
  7. Any document or information that has been submitted is suspected to be untrue, and upon the request of the TWSE to explain the matter, no explanation is provided within the prescribed time period.
  8. The company has violated relevant bylaws or rules concerning the material information of the listed foreign securities, and failed to rectify the situation within the specified time after having been notified to proceed with the disclosure process, and such violation is serious.
  9. The company has breached an undertaking it gave when applying for TWSE listing, and failed to make supplementation or corrections within a prescribed time limit after having had a penalty imposed under the preceding paragraph.
  10. The company has violated Article 6 of the TWSE Procedures for the Review of Financial Reports of TWSE Secondary Listed Companies, and failed to make supplementation or corrections within a prescribe time limit after having been notified by the TWSE to do so.
  11. Other causes for which the Taipei Exchange deems it necessary.
     If the listed securities of a TWSE secondary listed company have been placed under an altered trading method due to a circumstance in a subparagraph of the preceding paragraph, upon satisfaction of the below conditions, and freedom of any other of the above circumstances, the TWSE may restore the original trading method for the company's securities:
  1. Where the change of trading method was imposed pursuant to subparagraph 1 of the preceding paragraph, a supplementary consolidated financial report is duly announced and filed.
  2. Where the change of trading method was imposed pursuant to subparagraph 2 of the preceding paragraph, the duly announced and filed consolidated financial reports for the most two recent periods show net worth exceeding NT$300 million and reaching one-half or more of the share capital stated on the financial report.
  3. Where the change of trading method was imposed pursuant to subparagraph 3 of the preceding paragraph, the circumstance under that subparagraph ceases to exist after supplementary or corrective action.
  4. Where the change of trading method was imposed pursuant to subparagraph 4 of the preceding paragraph, the CPA has re-audited the financial report, and issued an audit report free of the original disclaimer of opinion or adverse opinion, or a review report free of the original adverse conclusion or disclaimer of conclusion, and there is no qualified opinion in the audit report or qualified review report as specified in paragraph 9, subparagraph 3.
  5. Where the change of trading method was imposed pursuant to subparagraph 5 of the preceding paragraph, and the company has repaid the debt or reached a settlement agreement with the creditors.
  6. Within three months from the following business day after the change of trading method was imposed pursuant to subparagraph 6 of the preceding paragraph, the company extinguishes the debt under the negotiable instrument by actual settlement of the amount of the instrument, or completes debt settlement negotiations with the financial institutions, and the documents have been duly signed and certified by the CPA and lawyer, and then submitted to the TWSE along with other relevant documents and data for approval and recordation.
  7. Where the change of trading method was imposed pursuant to subparagraph 7 of the preceding paragraph, the situation has been duly corrected or explanations have been made as required by the TWSE, and substantial evidence can be provided.
  8. Where the change of trading method was imposed pursuant to subparagraph 8 of the preceding paragraph, the company has proceeded with the disclosure process as required by the notification.
  9. Where the change of trading method was imposed pursuant to subparagraph 9 of the preceding paragraph, the company has duly made supplementation or correction, and fulfilled the undertaking that it gave.
  10. Where the change of trading method was imposed pursuant to subparagraph 10 of the preceding paragraph, the company has duly made supplementation or correction.
  11. Where the change of trading method was imposed pursuant to subparagraph 11 of the preceding paragraph, the company has made correction or improvement as required by the Taipei Exchange.
     With respect to the imposition by the TWSE of an altered trading method on the listed securities of a TWSE secondary listed company pursuant to paragraph 9, or the restoration of the trading method of the listed securities pursuant to the preceding paragraph, the company shall file a report with the competent authority for recordation within one month after the implementation thereof.
    If a primary listed company or secondary listed company fails to publicly announce a new litigious and non-litigious representative within 15 days counting inclusively from the date of dismissal of its litigious and non-litigious representative, the TWSE may impose a penalty of NT$30,000 and set a deadline of 15 days for the company to correct the failure. If the company fails to correct the failure by the deadline, the TWSE may impose consecutive penalties of NT$10,000 per day until the company has corrected the failure.
Info
Article 49-2    If any of the following circumstances applies to a listed company, the TWSE may impose the periodic call auction trading method for its listed securities pursuant to the Rules Governing Trading of Securities Placed Under Altered Trading Methods:
  1. Its listed securities have been placed under an altered trading method pursuant to Article 49, paragraph 1, subparagraph 6.
  2. Its listed securities have been placed under an altered trading method pursuant to Article 49, paragraph 1, subparagraph 8.
  3. Its listed securities have been placed under an altered trading method pursuant to Article 49, paragraph 1, subparagraph 9.
  4. Its latest-period financial report publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act indicates that its net worth is lower than three-tenths of its share capital stated on the financial report.
  5. The trading method of its listed securities has been altered pursuant to Article 49, paragraph 1, subparagraph 18.
  6. The TWSE deems it necessary to do so for any other reason.
    Where the periodic call auction trading method has been imposed for listed securities of a listed company because of a circumstance specified in a subparagraph of the preceding paragraph, and no circumstance specified in any other subparagraph of the preceding paragraph exists, the TWSE may lift the requirement of the periodic call auction trading method if the respective requirement listed among the following subparagraphs is satisfied:
  1. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 1 of the preceding paragraph: satisfy the requirements of Article 49, paragraph 2, subparagraph 6.
  2. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 2 of the preceding paragraph: satisfy the requirements of Article 49, paragraph 2, subparagraph 8.
  3. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 3 of the preceding paragraph: satisfy the requirements of Article 49, paragraph 2, subparagraph 9.
  4. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 4 of the preceding paragraph: satisfy the requirement that the net worth stated on the listed company's latest-period financial report attested by a CPA and publicly announced and registered under Article 36 of the Securities and Exchange Act be not less than three-tenths of the share capital stated on the financial report, and the operations for exchange of securities upon capital reduction have been completed.
  5. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 5 of the preceding paragraph: satisfy the requirements in Article 49, paragraph 2, subparagraph 17.
  6. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 6 of the preceding paragraph: have made supplementation or correction as demanded by the TWSE.
    If the TWSE imposes the periodic call auction trading method for a listed company's securities under paragraph 1, or lifts the requirement of the periodic call auction trading method for a listed company's securities under paragraph 2, it shall report the measure to the Competent Authority for recordation within 1 month after execution.
Info
Article 49-3    If any of the following circumstances applies to a TWSE primary listed company, the TWSE may impose the periodic call auction trading method for its listed securities pursuant to the Rules Governing Trading of Securities Placed Under Altered Trading Methods:
  1. Its listed securities have been placed under an altered trading method pursuant to Article 49-1, paragraph 1, subparagraph 5.
  2. Its listed securities have been placed under an altered trading method pursuant to Article 49-1, paragraph 1, subparagraph 7.
  3. Its listed securities have been placed under an altered trading method pursuant to Article 49-1, paragraph 1, subparagraph 8.
  4. Its net worth as stated on its consolidated financial report duly announced and registered for the latest period is lower than three-tenths of its share capital stated on the consolidated financial report.
  5. The trading method of its listed securities has been altered pursuant to Article 49-1, paragraph 1, subparagraph 12.
  6. The TWSE deems it necessary to do so for any other reason.
    Where the periodic call auction trading method has been imposed for listed securities of a TWSE primary listed company because of a circumstance specified in a subparagraph of the preceding paragraph, and no circumstance specified in any other subparagraph of the preceding paragraph exists, the TWSE may lift the requirement of the periodic call auction trading method if the respective requirement listed among the following subparagraphs is satisfied:
  1. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 1 of the preceding paragraph: satisfy the requirements of Article 49-1, paragraph 2, subparagraph 5.
  2. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 2 of the preceding paragraph: satisfy the requirements of Article 49-1, paragraph 2, subparagraph 7.
  3. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 3 of the preceding paragraph: satisfy the requirements of Article 49-1, paragraph 2, subparagraph 8.
  4. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 4 of the preceding paragraph: satisfy the requirement that the net worth stated on the TWSE primary listed company's latest-period financial report audited and attested by a CPA and duly publicly announced and registered be not less than three-tenths of the share capital stated on the financial report, and that the operations for exchange of securities upon capital reduction have been completed.
  5. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 5 of the preceding paragraph: satisfy the requirements in Article 49-1, paragraph 2, subparagraph 12.
  6. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 6 of the preceding paragraph: have made supplementation or correction as demanded by the TWSE.
    If the TWSE imposes the periodic call auction trading method for a TWSE primary listed company's securities under paragraph 1, or lifts the requirement of the periodic call auction trading method for a listed company's securities under paragraph 2, it shall report the measure to the Competent Authority for recordation within 1 month after execution.
Article 49-4     The ratio of net worth to share capital stated in the financial reports as referred to in Articles 49 to 49-3 shall be calculated as set forth below:
  1. If the cost of shares bought back by a TWSE listed company under Article 28-2 of the Securities and Exchange Act or by a TWSE primary listed company under Article 28-2 applied mutatis mutandis under Article 165 of the Securities and Exchange Act or of shares held in the listed company by its subsidiaries are classified as a deduction from the equity attributable to owners of the parent, then the par value of the treasury stock of the listed company held by the listed company and its subsidiaries shall be deducted from the share capital stated in the financial reports in the calculation of the above-stated ratio.

  2. If share capital collected in advance or share capital awaiting retirement are classified as an addition to or deduction from the equity attributable to owners of the parent, the par value of the relevant shares shall be added to or deducted from the share capital in the calculation of the above-stated ratio.
  3. If a circumstance in the two preceding subparagraphs applies to a primary listed company whose shares have no par value or a par value other than NT$10, the total amount of treasury stock of the listed company held by the listed company and its subsidiaries, the total amount of share capital collected in advance, and the toal amount of share capital awaiting retirement, shall be added to or deducted from the sum of the share capital plus capital reserves minus the original issue premium.
    The term "share capital" in Chapter IV, for a TWSE listed company whose stock has no par value or a par value per share other than NT$10, means the sum of the share capital plus capital reserves minus the original issue premium.
Article 50    If any of the following circumstances applies to a listed company, the TWSE shall, in accordance with Article 147 of the Securities and Exchange Act, suspend the trading of such securities and report to the Competent Authority for recordation, or the listed company may apply for delisting pursuant to Article 50-1, paragraph 5:
  1. Failure to produce and file and publicly announce financial reports or financial forecasts by the deadlines provided in laws and regulations.
  2. Where any condition specified in Article 282 of the Company Act exists, and a court has prohibited the transfer of its shares pursuant to Article 287, paragraph 1, subparagraph 5 of the Company Act.
  3. Any document or information that has been submitted is suspected to be untrue, and upon the request of the TWSE to explain the matter, no explanation is provided within the prescribed time period.
  4. The securities transfer institution established at the location of the TWSE is withdrawn, or a dummy transfer institution is established such that no transfers are processed, and upon the order of the TWSE to correct the situation within a time period, no correction is made.
  5. The financial report publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act was not produced pursuant to relevant laws and regulations and generally accepted accounting principles, such violations were serious and corrections or rewrites were not made within the specified time period; or the CPA attesting the publicly announced and registered financial report issues a disclaimer of opinion or an adverse opinion in the audit report, or issues an adverse conclusion or disclaimer of conclusion in the review report. Where, in a publicly announced and registered financial forecast of the listed company reviewed by a CPA, the attesting CPA issues an adverse opinion or disclaimer of opinion in the review report.
  6. Violation of relevant bylaws or rules concerning the material information of a listed company, such violation was serious, and there is the need to suspend trading in its securities.
  7. Where a listed company has breached an undertaking it gave when applying for listing.
  8. Where a listed company, going public in accordance with Article 6-1 of Rules Governing the Review of Securities Listings, critically delays its construction schedule or materially violates provisions prescribed in the concession contract.
  9. Violation of Article 49, paragraph 1, subparagraph 8, and failure to satisfy paragraph 2, subparagraph 8 of the same Article within 3 months.
  10. Violation of Article 49, paragraph 1, subparagraph 9, and failure to carry out, within 3 months of the trading day next following the date the trading method was changed, remedial procedures as provided in paragraph 2, subparagraph 9 of the same Article and to submit relevant documentary proof.
  11. Loss of controlling interest, as defined in Article 4, subparagraph 1 of the Financial Holding Company Act, in a subsidiary, where a competent authority has ordered it to make corrections within a certain period.
  12. Violation of Article 49, paragraph 1, subparagraph 10, 11, 12, or 13 and inability to achieve compliance with paragraph 2, subparagraph 10, 11, or 12 of the same article within 3 months from the business day next following the date of change of trading method.
  13. Violation of Article 49, paragraph 1, subparagraph 15, and inability to achieve compliance with paragraph 2, subparagraph 14 of the same article within 3 years from the business day next following the date of change of trading method.
  14. Change in managerial control, and a material change in the scope of business within a certain period of time before or after the change in managerial control, except in the event of a merger, private placement or public tender offer of a TWSE listed company and a TWSE (or Taipei Exchange) listed company or a TWSE (or Taipei Exchange) primary listed company according to the Business Mergers and Acquisitions Act or other laws and regulations.
  15. Where the requirements of Article 49, paragraph 2, subparagraph 15 cannot be met within two years after the securities have been placed under the altered trading method due to the circumstances in Article 49, paragraph 1, subparagraph 16.
  16. The TWSE has placed the listed securities of the listed company under an altered trading method in view of an audit report or review report issued by a CPA indicating substantial uncertainty about the ability to continue as a going concern as mentioned in Article 49, paragraph 1, subparagraph 3, and the listed company fails to conform to paragraph 2, subparagraph 3 of the same article within three years from the business day following said alteration.
  17. The TWSE has imposed the periodic call auction trading method for the listed securities of the listed company pursuant to Article 49-2, paragraph 1, subparagraph 4, and the listed company fails to conform to paragraph 2, subparagraph 4 of the same article within three years from the business day following said imposition.
  18. Other events deemed necessary to suspend the trading in securities.
    Where trading of the listed securities of a listed company has been suspended because of a circumstance in a subparagraph of the preceding paragraph, upon satisfying the below conditions, and being free of any other of the above circumstances, the TWSE may in accordance with Article 147 of the Securities and Exchange Act report to and obtain the permission of the Competent Authority to resume trading in the securities:
  1. Where the suspension of trading was ordered pursuant to subparagraph 1 of the preceding paragraph, and a supplementary financial report or financial forecast is duly announced and filed, and there is no audit report containing a qualified opinion or review report with a qualified conclusion as specified in Article 49, paragraph 1, subparagraph 3. If the financial forecast has not yet been duly announced on a make-up basis in the current fiscal year, the already announced and filed financial report for the same fiscal year may be used as a substitute.
  2. Where the suspension of trading was ordered pursuant to subparagraph 2 of the preceding paragraph, and the judicial order prohibiting transfer has expired, and reorganization has not been ordered by the court, or a dismissal of application for reorganization has not been rendered pursuant to Article 285-1, paragraph 3, subparagraph 2 of the Company Act.
  3. Where the suspension of trading was ordered pursuant to subparagraph 3 of the preceding paragraph, and corrections have been made in accordance with regulations or explanations have in fact been provided upon the request of the TWSE.
  4. Where the suspension of trading was ordered pursuant to subparagraph 4 of the preceding paragraph, and substantive improvements have in fact been made in accordance with regulations.
  5. Where the suspension of trading was ordered pursuant to subparagraph 5 of the preceding paragraph, and due to supplementation or correction the circumstance specified by that subparagraph no longer exists, and there is no audit report containing a qualified opinion or review report with a qualified conclusion as specified in Article 49, paragraph 1, subparagraph 3.
  6. Where the suspension of trading was ordered pursuant to subparagraph 6 of the preceding paragraph, and corrections or improvements have been made in accordance with rules governing the confirmation and disclosure of material information by a listed company and other relevant regulations.
  7. Where the suspension of trading was ordered pursuant to subparagraph 7 of the preceding paragraph, and corrections or improvements have been made pursuant to relevant laws and regulations, so as to be consistent with the undertaking given by the listed company.
  8. Where the suspension of trading was ordered pursuant to subparagraph 8 of the preceding paragraph, and substantive corrections or improvements have in fact been made pursuant to relevant laws and regulations.
  9. Where the suspension of trading was ordered pursuant to subparagraph 9 of the preceding paragraph, and corrections or improvements have been made in accordance with relevant regulations.
  10. Where the suspension of trading was ordered pursuant to subparagraph 10 of the preceding paragraph, and remedial procedures as set forth in subparagraph 9 of paragraph 2 of the preceding article have been carried out within 6 months of the trading day next following the date of suspension of trading, and the listed company has produced relevant documentary proof that it has carried out the remediation.
  11. Where the suspension of trading was ordered pursuant to subparagraph 11 of the preceding paragraph, and corrections have been made by the deadline set by the competent authority for the target industry.
  12. Where the suspension of trading was ordered pursuant to subparagraph 12 or 13 of the preceding paragraph, and corrections or improvements have been made within 6 months of the trading day next following the date of suspension of trading.
  13. Where within 6 months after trading is suspended pursuant to subparagraph 14 of the preceding paragraph, the underwriter's evaluation report has been provided and the following circumstance are met:
    1. The sum of the net pofit before tax attributable to owners of the parent stated in the publicly announced and filed financial reports for the most recent four periods reaches 2 percent or more of the share capital stated in the financial report for the most recent period.
    2. The share capital of TWSE listed common shares is NT$300 million or more, and the number of TWSE listed common shares is 30 million shares or more.
    3. The CPA's project audit report for the internal control system is provided, with an unqualified opinion.
    4. The company is free of the conditions set out in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, 8, 9, and 12 of the Rules Governing the Review of Securities Listings.
    5. The requirements of Article 4, paragraph 1, subparagraphs 4 and 5 of the Rules Governing the Review of Securities Listings are met.
    6. The company's directors, supervisors, and greater than 10 percent shareholders have placed all of their common shares in the company into centralized custody (in the case of shares obained through public offering and issuance) or have provided written undertakings that they will not transfer shares (in the case of shares obtained through private placement ) and that during the period of the undertaking not to transfer shares, they shall place in centralized custody any of those shares that are approved for retrospective public issuance. They may withdraw or transfer the shares only after the requirements of this subparagraph have been met and one year has passed from the day that the normal trading method has reinstated by the TWSE for the company's securities.
  14. Within 6 months after trading is suspended pursuant to subparagraph 15 of the preceding paragraph, the sum of the net pofit before tax attributable to owners of the parent in the publicly announced and filed financial reports for the most recent four periods accounts reaches 3 percent or more of the share capital stated in the financial report for the most recent period, and the requirements of items B to F of the preceding subparagraph are met.
  15. Where suspension of trading was ordered pursuant to subparagraph 16 or 17 of the preceding paragraph, and corrections or improvements have been made in accordance with relevant provisions.
  16. Where suspension of trading was ordered pursuant to subparagraph 18 of the preceding paragraph, and corrections or improvements have been made in accordance with relevant bylaws, rules, and regulations.
Info
Article 50-1    If any of the following circumstances applies to any TWSE listed company, the TWSE shall, in accordance with Article 144 of the Securities and Exchange Act, delist its securities, and report to the Competent Authority for Recordation:
  1. Any of the circumstances in Article 315, paragraph 1, subparagraphs 1 to 4 of the Company Act occurs, and registration of dissolution is completed; or any of the conditions specified in Article 9, Article 10, Article 11, Article 17, paragraph 2, Article 315, paragraph 1, subparagraph 8, or Article 397 of the Company Act, or Article 21 or Article 54 of the Financial Holding Company Act, occurs, and a relevant competent authority has revoked or voided its company registration, ordered its dissolution, or voided its approval, or the court has ruled on dissolution.
  2. Any conditions specified in Article 251 or Article 271 of the Company Act or the relevant authority has revoked its approval for other reasons.
  3. Confirmation of bankruptcy by any court.
  4. Confirmation of reorganization by any court, or denial of reorganization motion issued in accordance with Article 285-1, paragraph 3, subparagraph 2 of the Company Act.
  5. (deleted)
  6. The total amount of its listed preferred shares is less than NT$200 million, or the number of shares issued is less than 20 million.
  7. Where any of the following circumstances applies to the company's securities:
    1. Trading of the securities has been suspended pursuant to the provisions of the preceding article, and after 6 consecutive months trading of its securities is not resumed, provided that this rule does not apply to trading suspended pursuant to paragraph 1, subparagraph 14 of the preceding article.
    2. Trading of the securities is resumed after having been suspended pursuant to subparagraph 2 of paragraph 1 of the preceding article for less than 6 months, and, within 6 months from the resumption of trading, trading is again suspended pursuant to subparagraph 2 of paragraph 1 of the preceding article, and the aggregate period of suspension of trading exceeds 6 months.
  8. Record of refusal of financial institutions to transact with the company or of the circumstances referred to in paragraph 1, subparagraph 9 of the preceding Article where the company has failed to carry out remedial procedures as set forth in Article 49, paragraph 2, subparagraph 9 and submit relevant documentary proof within 6 months of the trading day next following the date of suspension of trading. However, if the negotiable instrument is retrieved by means of a settlement within 3 months of the trading day next following the date of suspension of trading, an application may be filed with the TWSE for re-calculation of the duration of the period of suspension of trading as from a date approved by the TWSE. Such application shall be accompanied by the settlement document, a photocopy of the negotiable instrument, and other relevant materials. Only one such extension may be granted.
  9. Where the most recent financial report as publicly announced and registered in accordance with Article 36 of the Securities and Exchange Act shows a negative net worth. Likewise, where a subsequently publicly announced and registered financial report of a non-holding company or consolidated financial report of a holding company shows a negative net worth.
  10. The business of the company has completely stopped for 6 months and cannot commence quickly, or the publicly announced business revenue has been zero or negative for 6 consecutive months; provided such provisions shall not be applicable to a company, listed in accordance with Article 6-1 of Rules Governing the Review of Securities Listings, which has no business income during the period of construction under the concession contract.
  11. Any conditions specified in Article 156 of the Securities and Exchange Act exists and the Competent Authority has ordered the suspension of trading of all of its securities for at least 3 months.
  12. A demerger from, or a general assignment to, or a merger with another company, where the resulting entity does not satisfy, respectively, the requirements for continued listing under Article 53-19, Article 53-10, or Article 53-2; or the company has changed its name to investment holding company but does not meet the requirements of Article 20, paragraph 1, subparagraphs 1, 2, 4, 5, 7, 8, or 9 of the TWSE Rules Governing Review of Securities Listings.
  13. Material breach of the Agreement for Listing.
  14. Final confirmation by a judicial authority that any of the following circumstances applies to the listed company:
    1. The financial reports, accounting books, etc. provided by the company during the application for listing contain false and concealed items, and upon discounting for such false and concealed items, its profitability does not conform to the listing requirements; provided, the above shall not be applicable if 5 years have passed between the listing date and the date of confirmation by a judicial authority.
    2. Satisfies the proviso of the preceding sub-item, and the false and concealed accounting items still exists at the time of the final confirmation of judgment, and upon discounting for such false and concealed items, its current revenue generating ability does not conform to the listing requirements.
  15. Over 70 percent of its total issued shares or paid-in capital is held by another TWSE listed (or Taipei Exchange listed) company. However, if the other TWSE listed (or Taipei Exchange listed) company has acquired the shares of the TWSE listed company and conducted a merger or share conversion, the provisions of Chapter IV-1 regarding delisting procedures shall apply.
  16. Circumstances set forth in paragraph 1, subparagraph 12 of the preceding article and inability to achieve compliance with paragraph 2, subparagraph 12 of the same article within 6 months from the trading day next following the suspension of trading.
  17. The competent authority for the target industry duly appoints a receiver to take receivership of the financial institution.
  18. Other events requiring delisting.
    If a listed company's securities have been suspended from trading by the TWSE because of a circumstance in paragraph 1, subparagraph 1 or 5, of the preceding Article for a full 6 months without correction, or if the circumstance in subparagraph 8 of the preceding paragraph existed, and the TWSE has announced but not yet implemented the delisting of its securities, if the listed company satisfies the requirements of the respective subparagraphs below, is free from any other circumstance in the subparagraphs of the preceding paragraph, and submits an application to the TWSE together with relevant materials and evidence at least 8 business days prior to the delisting implementation date, the TWSE may publicly announce an exemption from implementation of the delisting, and report to the Competent Authority for recordation.
  1. Where a listed company's securities have been suspended from trading by the TWSE because of a circumstance in paragraph 1, subparagraph 1 or 5, of the preceding Article for a full 6 months without correction, and it meets the supplementation requirements of paragraph 2, subparagraph 1 or 5 of the preceding Article.
  2. Where, after public announcement of delisting for reasons in subparagraph 8 above, the record of refusal of transaction by a financial institution or the dishonor of a negotiable instrument because of insufficient funds on deposit has been resolved by carrying out remedial procedures as set forth in Article 49, paragraph 2, subparagraph 9 and submitting relevant documentary proof.
    A listed company that makes full supplementations or corrections before the implementation date after its listed securities have been publicly announced for delisting shall be eligible for an exemption from implementation of delisting only if such listed company has never previously been granted an exemption from delisting based on the same reasons.
    Where delisting is occasioned by the circumstances set out in paragraph 1, subparagraph 17 after receiving the notice of receivership from the Competent Authority, the TWSE shall immediately announce that beginning from the next day the trading of the company's listed securities shall be suspended for a period of 10 days, and before the expiration of the period of suspended trading shall announce that beginning from the next day following expiration of the suspension, the securities shall be traded for 20 days under the altered trading method in periodic call auction trading, after which the listed securities shall be delisted.
    Except in the case of a merger conducted under Chapter IV-1, a listed company applying for delisting of its securities in accordance with Article 145 of the Securities and Exchange Act shall process the application in accordance with "Procedures for Handling Applications for Delisting by Listed Companies."
    Where a listed company delists in accordance with paragraph 1, subparagraph 15 herein, the listed parent company shall undertake to unconditionally purchase the remaining outstanding shares of the company.
Info
Article 50-2    The TWSE may publicly announce the delisting of beneficial certificates when the period of validity of a securities investment trust fund has expired, or when the securities investment trust contract has terminated. Where any of the following circumstances exists with respect to a closed-end fund managed by any SITE, the TWSE may delist its beneficial certificates, and report to the Competent Authority for recordation:
  1. Any circumstance specified in Article 79, paragraph 2 or 3 of the Regulations Governing Securities Investment Trust Funds.
  2. Change to an open-ended investment fund upon the resolution of the meeting of the beneficiaries, and reported to and approved by the Competent Authority, or in accordance with the terms of the securities investment trust contract.
  3. The total issued value of the securities investment trust fund falls below NT$800 million due to opening of redemption.
  4. Any material information on the net asset value per unit of beneficial interest on the most recent business day of the closed-end fund managed by the SITE as posted on the Market Observation Post System, being zero or negative.
  5. Where for any other reason the TWSE deems it necessary to delist the beneficial certificates.
    Where any of the following circumstances exists with respect to an ETF managed by any SITE or FTE, the TWSE may delist its beneficial certificates and report to the Competent Authority for recordation:
  1. Any circumstance specified in Article 79, paragraph 2 or 3 of the Regulations Governing Securities Investment trust Funds or Article 83, paragraph 2 or 3 of the Regulations Governing Futures Trust Funds.
  2. Any circumstance stipulated in the securities investment trust contract or the futures trust contract of the listed beneficial certificate as grounds for termination of the contract, where the SITE or FTE has applied to the TWSE for delisting.
  3. Where the offshore ETF to which an ETF is linked as referred to in Article 37, paragraph 4 of the Regulations Governing Securities Investment Trust Funds has its approval voided by the competent authority of its place of registration or is delisted from the exchange where it was initially listed for trading, or the offshore ETF to which an ETF is linked has its permission terminated.
  4. Any material information on the net asset value per unit of beneficial interest of the ETF managed by the SITE or FTE as posted on the Market Observation Post System, being zero or negative.
  5. Where for any other reason the TWSE deems it necessary to delist the beneficial certificates.
    Where any of the following circumstances exists with respect to an offshore ETF offered and sold by an offshore fund institution or the master agent entrusted by an institution appointed by such institution, the TWSE may delist its beneficial certificates, and report to the Competent Authority for recordation:
  1. The competent authority of the place of registration or Taiwan's Competent Authority has canceled the approval for the offshore ETF.
  2. Taiwan's Competent Authority has granted approval for termination of the offering and sale of the fund within Taiwan.
  3. The offshore ETF is delisted from the exchange on which it was first listed.
  4. Any material information on the net asset value per unit of beneficial interest of the offshore ETF handled by the aforementioned offshore fund institution or entrusted master agent as posted on the Market Observation Post System, being zero or negative.
  5. There occurs any other cause of termination of the fund as specified in the fund's trust contract, the articles of association, or the prospectus, or if for legal or factual reasons, the offshore fund manager deems it necessary to terminate the listing and trading of the beneficial certificates, and the offshore fund institution, itself or through the master agent, has applied to the TWSE for delisting of its beneficial certificates.
  6. Any other circumstance in which the TWSE deems delisting necessary for purposes of protecting the public interest or the rights and interests of investors.
    The TWSE may delist the additional beneficial certificates in other foreign currency managed by a SITE and report to the Competent Authority for recordation if any of the following circumstances applies:
  1. Any circumstance stipulated in the securities investment trust contract of the listed beneficial certificate as grounds for termination, where the SITE has applied to the TWSE for delisting.
  2. The TWSE has delisted the beneficial certificates of the additional exchange-traded securities investment trust funds.
  3. Where for any other reason the TWSE deems it necessary to delist the beneficial certificates.
    Where a closed-end fund, ETF or offshore ETF shall be delisted in accordance with paragraph 2, subparagraph 4; paragraph 3, subpargraph 4; or paragraph 4, subparagraph 4, the TWSE will immediatley announce publicly the suspension of trading of its listed beneficial certificates until the delisting date. The same applies to foreign-currency beneficial certificates of an ETF if the circumstance for delisting in paragraph 3, subparagraph 4 applies to the underlying ETF.
Info
Article 50-3    If any of the circumstances listed below applies to a primary listed company, the TWSE shall suspend the trading of its listed securities pursuant to Article 147, applied mutatis mutandis under Article 165-1, of the Securities and Exchange Act, and report to the Competent Authority for recordation:
  1. Failure to publicly announce and file its financial report by the prescribed deadline.
  2. Any suspected misrepresentation is discovered in a document or information submitted by it, and it fails to provide an explanation by a specified deadline as requested by the TWSE.
  3. Failing to appoint a professional shareholder services agent in the Republic of China to handle stock affairs, and then failing to take corrective action by the specified deadline, as confirmed by the TWSE.
  4. Failure to prepare its duly announced and filed financial report according to the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry, the generally accepted accounting principles of the United States, or the International Financial Reporting Standards, as the case may be, and the circumstances are serious, and the company is notified to correct or make a restatement of the financial report but fails to do so by the specified deadline; or its attesting CPA has issued an audit report containing a disclaimer of opinion or adverse opinion, or issued a review report with an adverse conclusion or disclaimer of conclusion, in connection with the financial report that it announced and filed.
  5. Violation of any bylaw, rule, or regulation regarding the disclosure of material information on a listed foreign company, in which the circumstances of the case are serious and necessitate the suspension of the trading of its securities.
  6. Breach of an undertaking issued at the time it applied for listing; provided that this subparagraph does not apply to any amendment to the articles of incorporation, organizational documents, or important financial or business documents involving any important matter in connection with the protection of shareholders equity.
  7. Violation of Article 49-1, paragraph 1, subparagraph 7, and inability to meet the requirements of paragraph 2, subparagraph 7 of that same Article within 3 months.
  8. Violation of Article 49-1, paragraph 1, subparagraph 8, and inability to complete the supplementation procedures specified in paragraph 2, subparagraph 8 of that same Article within 3 months from the next business day after its shares are placed under an altered trading method.
  9. Violation of Article 49-1, paragraph 5, and failure to amend the articles of incorporation, organizational documents, or important financial or business documents within 3 months from the next business day following placement of the stock under an altered trading method.
  10. Violation of Article 49-1, paragraph 1, subparagraph 10, and inability to achieve compliance with paragraph 2, subparagraph 10 of the same article within 3 years from the business day next following the date of change of trading method.
  11. Change in managerial control, and a material change in the scope of business within a certain period of time before or after the change in managerial control, except in the event of a merger, private placement or public tender offer of a TWSE primary listed company and a TWSE (or Taipei Exchange) listed company or a TWSE (or Taipei Exchange) primary listed company according to the laws and regulations of the place or country of registration or the securities laws and regulation of the Republic of China.
  12. Where the requirements of Article 49-1, paragraph 2, subparagraph 11 cannot be met within two years after the securities have been placed under the altered trading method due to the circumstances in Article 49-1, paragraph 1, subparagraph 11.
  13. The TWSE has placed the listed securities of the listed company under an altered trading method in view of an audit report or review report issued by a CPA indicating substantial uncertainty about the ability to continue as a going concern as mentioned in Article 49, paragraph 1, subparagraph 3, and the listed company fails to conform to paragraph 2, subparagraph 3 of the same article within three years from the business day following said alteration.
  14. The TWSE has imposed the periodic call auction trading method for the listed securities of the listed company pursuant to Article 49-3, paragraph 1, subparagraph 4, and the listed company fails to conform to paragraph 2, subparagraph 4 of the same article within three years from the business day following said imposition.
  15. Any other circumstance requiring that the trading of listed securities be suspended.
    When trading of the listed securities of a primary listed company is suspended due to any circumstance in a subparagraph of the preceding paragraph, if the company meets the respective requirements listed below and is free of any other circumstances in the subparagraphs of the preceding paragraph, then pursuant to Article 147, applied mutatis mutandis under Article 165-1, of the of the Securities and Exchange Act, the TWSE may publicly announce resumption of the trading of its listed securities, and report to the Competent Authority for recordation:
  1. After suspension of trading pursuant to subparagraph 1 of the preceding paragraph, has duly made a supplementary announcement and filing of its financial report.
  2. After suspension of trading pursuant to subparagraph 2 of the preceding paragraph, has duly made corrections, or provided explanations as requested by the TWSE, with solid evidence.
  3. After suspension of trading pursuant to subparagraph 3 of the preceding paragraph, has duly taken corrective action with solid evidence.
  4. After suspension of trading pursuant to subparagraph 4 of the preceding paragraph, has made corrections to or a restatement of its financial report as required by the TWSE; or its CPA conducts a re-audit and issues an audit report free of the original disclaimer of opinion or adverse opinion, or a review report free of the original adverse conclusion or disclaimer of conclusion; and there is no audit report containing a qualified opinion or review report containing a qualified conclusion in connection with Article 49-1, paragraph 1, subparagraph 3.
  5. After suspension of trading pursuant to subparagraph 5 of the preceding paragraph, has made supplementation or taken corrective action pursuant to rules or regulations regarding disclosure of material information on listed foreign companies.
  6. After suspension of trading pursuant to subparagraph 6 of the preceding paragraph, has made supplementation or taken corrective action pursuant to regulations and is in compliance with the undertaking it issued.
  7. After suspension of trading pursuant to subparagraph 7 of the preceding paragraph, it makes supplementation or takes corrective action pursuant to regulations.
  8. After suspension of trading pursuant to subparagraph 8 or 10 of the preceding paragraph, completed the supplementation procedures under Article 49-1, paragraph 2, subparagraph 8 or 10 within 6 months after the next business day after trading was suspended and presented the relevant evidentiary document to verify that it has done so.
  9. After suspension of trading pursuant to subparagraph 9 of the preceding paragraph, has amended the articles of incorporation, organizational documents, or important financial or business documents, and there is no longer any likelihood of impairment to shareholders equity.
  10. After suspension of trading pursuant to subparagraph 10 of the preceding paragraph, corrections or improvements have been made within 6 months of the business day next following the date of suspension of trading.
  11. Where within 6 months after suspension of trading pursuant to subparagraph 11 of the preceding paragraph, the underwriter's evaluation report has been provided and the following circumstance are met:
    1. The sum of the net profit before tax attributable to owners of the parent stated in the publicly announced and filed financial reports for the most recent four periods reaches NT$40 million or more.
    2. The share capital of listed common shares or the net worth reaches NT$300 million or more.
    3. The CPA's project audit report for the internal control system is provided, with an unqualified opinion.
    4. The company complies with Article 28-4, applied mutatis mutandis, of the Rules Governing the Review of Securities Listing, and is free of the conditions set out in Article 28-8, subparagraphs 1, 3, 4, 6, and 7 of those Rules.
    5. The requirements of Article 28-1, paragraph 1, subparagraphs 5 and 6 of the Rules Governing the Review of Securities Listings are met.
    6. The company's directors, supervisors, and greater than 10 percent shareholders have placed all of their common shares in the company into centralized custody (in the case of shares obtained through public offering and issuance) or have provided written undertakings that they will not transfer shares (in the case of shares obtained through private placement ) and that during the period of the undertaking not to transfer shares, they shall place in centralized custody any of those shares that are approved for retrospective public issuance. They may withdraw or transfer the shares only after the requirements of this subparagraph have been met and one year has passed from the day that the normal trading method has reinstated by the TWSE for the company's securities.
  12. Within 6 months after trading is suspended pursuant to subparagraph 12 of the preceding paragraph, the sum of the net profit before tax attributable to owners of the parent in the publicly announced and filed financial reports for the most recent four periods accounts reaches NT$60 million or more, and the requirements of items B to F of the preceding subparagraph are met.
  13. Where suspension of trading was ordered pursuant to subparagraph 13 or 14 of the preceding paragraph, and corrections or improvements have been made in accordance with relevant provisions.
  14. After suspension of trading pursuant to subparagraph 15 of the preceding paragraph, it makes supplementation or takes corrective action pursuant to the relevant bylaws, rules, and regulations.
    If any of the circumstances listed below applies to a primary listed company, the TWSE shall delist the company's listed securities pursuant to Article 144, applied mutatis mutandis under Article 165-1, of the Securities and Exchange Act, and report to the Competent Authority for Recordation:
  1. Dissolution upon cancellation or voidance of its organizational registration, an order of dissolution, court ruling on dissolution, or shareholder meeting's resolution for dissolution, in the country where it is registered, and registration of dissolution is completed.
  2. Declaration of bankruptcy by a final and unappealable court ruling in the country where it is registered.
  3. A ruling of the court in the country where it is registered approving reorganization, or dismissing a petition for reorganization due to the impossibility of rehabilitation, becomes final and unappealable.
  4. (deleted)
  5. The total amount of its listed preferred shares is less than NT$200 million, or the number of shares issued is less than 20 million.
  6. Six months after trading of its listed shares is suspended pursuant to paragraph 1, any circumstance in any subparagraph of paragraph 1 still exists. However, this shall not apply in the case of suspension of trading under paragraph 1, subparagraph 11.
  7. The most recent duly announced and filed consolidated financial report, or a consolidated financial report announced and filed on a supplementary basis, shows a negative net worth.
  8. The Competent Authority has ordered suspension of the trading of all of its securities due to a circumstance under Article 156 of the Securities and Exchange Act and the suspension has for been effective for 3 months or longer.
  9. Serious breach of the listing contract.
  10. The shareholding in it by another TWSE listed (or Taipei Exchange listed) company (including another TWSE primary listed or Taipei Exchange primary listed company) accounts for 70 percent or more of its total issued shares or paid-in capital. However, if the other TWSE listed (or Taipei Exchange listed) company has acquired the shares of the TWSE listed company and conducted a merger or share conversion, the provisions of Chapter IV-1 regarding delisting procedures shall apply.
  11. Any other circumstance that necessitates the delisting of the securities.
    When trading of the listed shares of a primary listed company has been suspended by the TWSE due to any circumstance in paragraph 1, subparagraph 1, 4, or 8 and the suspension has lasted for a full 6 months during which the company has not taken corrective action, and the TWSE has announced but not yet implemented the delisting of the company's listed shares, if the company then meets the respective requirements listed below, is free of any other circumstance in any subparagraph of the preceding paragraph, and submits relevant substantiating evidence to apply to the TWSE at least 8 working days before the implementation date, the TWSE may announce an exemption from implementation of the company's delisting, and report to the Competent Authority for recordation:
  1. If trading of its listed shares was suspended by the TWSE, due to a circumstance in subparagraph 1 or 4 of the preceding paragraph, for a full 6 months during which it failed to take corrective action, and it submits the regularly scheduled consolidated financial report that it previously failed to submit before the original deadline, or it duly makes corrections or restates the relevant consolidated financial report.
  2. After announcement of its delisting due to a circumstance in paragraph 1, subparagraph 8, it completes the supplementary procedures listed under Article 49-1, paragraph 2, subparagraph 8, and submits the relevant documents as evidence.
    After the announcement of the delisting of a primary listed company's listed shares, if that company completes supplementation before the delisting implementation date, it shall be eligible for exemption on those grounds from the implementation of delisting only if the company has not previously been given an exemption of implementation of delisting of its listed shares for the same reason.
    Except in the case of a merger conducted under Chapter IV-1, the Procedures for Handling Applications by Listed Companies for the Delisting of Securities shall apply mutatis mutandis to a primary listed company that applies to delist its listed shares.
    If any of the following conditions applies to any security that is listed with the TWSE by a TWSE secondary listed company, the TWSE may suspend its trading pursuant to Article 147, applied mutatis mutandis under Article 165-2, of the Securities and Exchange Act, and report to the Competent Authority for recordation:
  1. The listed shares, or foreign securities represented by Taiwan Depositary Receipts, of a secondary listed company have already been suspended from trading by the securities exchange on which they are listed.
  2. There has been a ruling by a court of the country where the issuer is registered or listed that duly prohibits transfer of the listed shares, or the foreign securities represented by Taiwan Depositary Receipts, of a TWSE secondary listed company.
  3. Any other circumstance requiring the suspension of trading of TWSE listed securities.
    When the TWSE trading of securities of a TWSE secondary listed company is suspended due to any of the circumstances listed in the subparagraphs in the preceding paragraph, the secondary listed company may, after the cause for such suspension of trading ceases to exist, or supplementation or corrective action is completed, and none of the other circumstances in the preceding paragraph exists, apply with the TWSE by submitting relevant documentary proof. The TWSE may then announce the resumption of such TWSE trading pursuant to Article 147, applied mutatis mutandis under Article of the Securities and Exchange Act, and report the matter to the competent authority for recordation.
    If any of the circumstances listed below exists with respect to a TWSE secondary listed company, the TWSE may delist its securities pursuant to Article 144, applied mutatis mutandis under Article 165-2, of the Securities and Exchange Act, and report the matter to the competent authority for recordation:
  1. The listed stock, or foreign securities represented by the Taiwan Depositary Receipts, of a TWSE secondary listed company have been delisted in the securities exchange market on which they are listed.
  2. Its net worth, as indicated in its duly announced and filed consolidated financial report for the most recent period, is less than one-third of its share capital stated in the consolidated financial report.
  3. The company's organization and registration have been voided by the country of registration, or the company has been dissolved.
  4. The company has filed for reorganization with a court of the country of registration or country of listing.
  5. The company has filed for bankruptcy with a court of the country of registration or country of listing.
  6. (deleted)
  7. A demerger, general assignment, or transfer of equity in a subsidiary company, does not satisfy the standard for continued TWSE listing in Article 53-30 hereof.
  8. In any of the events in Article 156, applied mutatis mutandis under Article 165-2, of the Securities and Exchange Act, the company has been ordered by the competent authority to suspend the trading of all securities for a period of three months or more.
  9. The company's TWSE listed securities have been suspended from trading pursuant to the subparagraphs of paragraph 7, and any of the circumstances under the subparagraphs of paragraph 7 still exists after six full months have elapsed.
  10. The TWSE secondary listed company's stocks or Taiwan Depositary Receipts listed on the TWSE exceed 50 percent of the total number of its issued shares.
  11. The TWSE secondary listed company or its depositary institution violates government laws or regulations, TWSE bylaws or public announcements, and the circumstances are serious, or fails to perform obligations required under the Listing Contract, and the circumstances are serious.
  12. Violation of Article 49-1, paragraph 9, subparagraph 1, 4, 5, 6, or 10 and inability to meet the requirements of paragraph 10, subparagraph 1, 4, 5, 6, or 10 of that same Article within 6 months from the business day following the change of trading method.
  13. The company has violated Article 6 of the TWSE Procedures for the Review of Financial Reports of TWSE Secondary Listed Companies, and failed to make supplementation or corrections within a prescribe time limit after having been notified by the TWSE to do so, and the circumstances are serious.
  14. Other events requiring delisting of the securities.
    If because any circumstance in any subparagraph of the preceding paragraph exists with respect to a TWSE secondary listed company, and the TWSE has announced the delisting of its securities, but the delisting has not yet been implemented, if the cause for delisting ceases to exist, or supplementation or corrective action is completed, and none of the other circumstances in any subparagraph of the preceding paragraph exists, the company may submit relevant substantiating evidence to apply to the TWSE at least 8 working days before the date of delisting, and, the TWSE may announce an exemption from delisting and report the matter to the competent authority for recordation. However, this shall apply only insofar as no exemption from delisting has previously been granted for the same reason.
    If due to the expiration of the issuing period, or if in accordance with the provisions of Article 145, applied mutatis mutandis under Article 165-2, of the Securities and Exchange Act the foreign issuer and its depositary institution apply for the delisting of the securities of a TWSE secondary listed company, the TWSE may announce the delisting, and report to the competent authority for recordation.
    In cases of delisting under paragraphs 9 and 11, at least the foreign issuer and all of its directors with the exception of independent directors shall undertake to unconditionally purchase the remaining outstanding shares or Taiwan Depositary Receipts of the company, and the Application Procedures for Terminating the Listing of Securities by Listed Companies shall apply mutatis mutandis.
    When a special cause exists for a secondary listed company, such as stock price sensitive information pending announcement or the occurrence of a material event, upon a voluntary application by the secondary listed company, or upon an announcement, by the securities exchange or securities market on which are listed the foreign stock or the securities represented by Taiwan Depositary Receipts, of the halting of trading thereof, the TWSE may announce halting of trading of the company's TWSE-listed foreign stock or Taiwan Depositary Receipts. Upon a voluntary application by the secondary listed company, or upon an announcement, by the securities exchange or securities market on which are listed the foreign securities or the securities represented by the Taiwan Depositary Receipts, of the resumption of trading thereof, the TWSE may announce the resumption of trading of the company's TWSE listed foreign stock or Taiwan Depositary Receipts, provided that the specific instance of halting of trading did not result in any material violation of TWSE rules in connection with material information, necessitating suspension of trading of the TWSE listed foreign stock or Taiwan Depositary Receipts.
    When the TWSE announces halting or resumption of trading of the listed foreign stock or Taiwan Depositary Receipts of a secondary listed company under the preceding paragraph, it may first proceed to make the announcement, and then file a report with the Competent Authority for recordation.
Info
Article 50-4    When the underlying domestic securities represented by listed call (put) warrants, or securities represented by company warrants, are placed under an altered trading method, are suspended from trading, are halted from trading, or are delisted, the TWSE, pursuant to the handling procedures listed in Articles 49, 49-1, 49-2, 50, 50-3, and 50-1, may alter the trading method of the call (put) warrants or company warrants, or suspend their trading, and file a report with the Competent Authority for recordation within 1 month, or may publicly announce the suspension of trading or the delisting of the warrants, and report to the Competent Authority for recordation.
    When the securities represented by call (put) warrants or company warrants referred to in the preceding paragraph are restored to their original trading method, or their trading is resumed after the suspension or halt, or they are exempted from delisting, the TWSE may restore the original trading method, or resume halted trading, and file a report with the Competent Authority for recordation within 1 month, or publicly announce the resumption of suspended trading or exemption from delisting, and report to the Competent Authority for recordation.
    If any of the circumstances of Article 50 or Article 50-1 applies to an issuer of call (put) warrants, the TWSE shall file a report with and obtain the approval of the Competent Authority for the suspension of trading or for the delisting of the warrants, or first make a public announcement of the suspension of trading of the warrants and subsequently file a report with the Competent Authority for recordation.
Info
Article 50-5    Once the rights to exercise the warrants attached to a listed company's listed corporate bonds with warrants or preferred shares with warrants, or company warrants, have expired or have been completely exercised, the TWSE may publicly announce the delisting of such bonds or preferred shares for which the warrants have become void. An issuer that wishes to continue the trading on the centralized securities exchange market of such corporate bonds or preferred shares for which the warrants have become void shall reapply for listing. However, if the rights and obligations of the remaining preferred shares for which the warrant rights have become void are the same as those of other preferred shares of the issuer already listed and traded on the exchange, such remaining preferred shares may be listed together with such other preferred shares with no need to reapply for listing.
    When the balance of company warrants referred to in the preceding paragraph that remains outstanding is lower than 10 percent of the originally issued total amount, the listed company may apply to the TWSE for the delisting of those stock warrants, without being subject to the TWSE Application Procedures for Terminating the Listing of Securities by Listed Companies.
Article 50-6    The TWSE may publicly announce the delisting of listed beneficial securities or asset-backed securities upon the maturity thereof.
    Where any of the following events occurs with respect to the trustee institution or special purpose company, the TWSE may suspend trading of its beneficial securities or asset-backed securities, and report to the Competent Authority for recordation:
  1. Failure to produce, and report and publicly announce, relevant forms, statements, or account books in accordance with Articles 36, 91, and 92 of the Financial Assets Securitization Act.
  2. An event of resignation or dismissal of the trustee institution as set forth in Article 47 of the Financial Assets Securitization Act.
  3. Any other cause that in the opinion of the TWSE necessitates the suspension of trading.
    If trading of beneficial securities or asset-backed securities is suspended due to any event enumerated in the preceding paragraph, [the trustee institution or special purpose company] may, if the cause ceases to exist, and in the absence of any other cause under the preceding paragraph, submit relevant supporting documents to apply for resumption of trading. The TWSE may publicly announce the reinstatement of trading under Article 147 of the Securities and Exchange Act, and report to the Competent Authority for recordation.
    Where any of the following events occurs with respect to the trustee institution or special purpose company, the TWSE may delist its beneficial securities or asset based securities, and report to the Competent Authority for recordation:
  1. The special purpose trust deed is terminated or the date of expiry of the special purpose company is reached.
  2. The trustee institution or special purpose company is sanctioned by the competent authority for the target industry under Article 106 of the Financial Assets Securitization Act.
  3. The special purpose company shall be dissolved because of any of the events set forth in Article 96 of the Financial Assets Securitization Act.
  4. Trading is suspended under paragraph 2 of this Article, and corrections have not been made after 6 months.
  5. Any other cause that in the opinion of the TWSE necessitates delisting.
Info
Article 50-7    The TWSE may publicly announce the delisting of listed REIT beneficial securities or REAT beneficial securities upon the maturity date thereof.
    Where any of the following events occurs with respect to the real estate securitization trustee institution, the TWSE may suspend trading of its REIT beneficial securities or REAT beneficial securities, and report to the Competent Authority for recordation:
  1. Failure to produce, and report and publicly announce, relevant forms, statements, or account books in accordance with Articles 26, 27, and 36 of the Real Estate Securitization Act.
  2. A change in the REIT plain or REAT plan, where there is a likelihood of material impact on beneficial rights or interests.
  3. An event under Article 6, paragraph 1, subparagraphs 1 to 3 of the Regulations Governing the Offering or Private Placement of Real Estate Investment Trust or Real Estate Asset Trust Beneficial Securities by Trustee Institutions, where corrections are not made by the deadline under subparagraph 4 of the same article and paragraph.
  4. Any other cause that in the opinion of the TWSE necessitates the suspension of trading of the securities.
    If trading of a real estate securitization trustee institution's REIT beneficial securities or REAT beneficial securities is suspended due to any event enumerated in the preceding paragraph, [the trustee institution] may, if the cause ceases to exist, and in the absence of any other cause under the preceding paragraph, submit relevant supporting documents to apply for reinstatement of trading. The TWSE may publicly announce the reinstatement of trading under Article 147 of the Securities and Exchange Act, and report to the Competent Authority for recordation.
    Where any of the following events occurs with respect to the real estate securitization trustee institution, the TWSE may delist its REIT beneficial securities or REAT beneficial securities, and report to the Competent Authority for recordation:
  1. The duration expires; or the fund is turned into an open-end fund by a resolution of the beneficiaries meeting and approval of the Competent Authority, or under the REIT contract.
  2. The REIT contract or REAT contract is terminated.
  3. The competent authority for the target industry orders it to transfer the trust property to a new trustee institution under Article 55 of the Real Estate Securitization Act.
  4. Trading is suspended under paragraph 2 of this Article, and corrections have not been made after 6 months.
  5. Any other cause that in the opinion of the TWSE necessitates delisting of its REIT beneficial securities or REAT beneficial securities.
Info
Article 50-8    Upon expiry of the valid term of the listed ETNs, the TWSE may directly issue a public notice stating delisting of the ETNs.
    In any of the following circumstances involving ETNs, the TWSE may terminate trading in the ETNs and report the termination to the competent authorities:
  1. A circumstance specified in Article 11, paragraph 1 of the Regulations Governing the Issuance of Exchange Traded Notes by Securities Firms, as a result of which the competent authorities have voided or revoked their effective registration.
  2. The institution calculating the underlying index has stopped its calculation, or terminated its index licensing contract.
  3. Total issue value is less than TWD 100 million and the number of issued units is less than 5 million.
  4. The issuer has delisted the ETNs or early redeemed the units held by investors in accordance with its issue plan.
  5. The issuer is in a circumstance described in Article 50-1, paragraph 1, subparagraphs 1 to 4, 9 to 11, and 17.
  6. The issuer was blacklisted by financial institution.
  7. The issuer is unable to redeem the ETNs upon maturity or those sold back by investors.
  8. Where the TWSE deems it necessary to delist and terminate trading of its ETNs for any other reasons.
Article 51    (deleted)
Info
Article 51-1    (deleted)
Info
Article 51-2    (deleted)
Info
Article 51-3    (deleted)
Info
Article 51-4    (deleted)
Article 52    Unless otherwise provided, 40 days prior to the delisting of securities by the TWSE, the TWSE shall publicly announce the delisting and inform the Taipei Exchange and the listed company that the securities may be applied for as managed stocks. However, the TWSE may shorten the time period for public announcement for delisting of the securities of a TWSE secondary listed company in special circumstances.
    The TWSE shall announce the delisting of securities in accordance with Article 50-2, Article 50-6, Article 50-7, Article 50-8 or Chapter IV-1, 5 days prior to such event.
    After a listed company, SITE, or FTE is notified by the TWSE of the delisting of its securities, it shall make a public announcement of the matter within 2 days from the date on which it receives such notification, provided that it may be exempted from the aforesaid requirement concerning public announcement date, where for reason of maturity of the bond issue period or other exceptional circumstance, and subject to approval of the Competent Authority.
    The preceding paragraph shall apply mutatis mutandis when a trustee institution is notified by the TWSE of the delisting of its beneficial securities; when a special purpose company is notified by the TWSE of the delisting of its asset-backed securities; when a real estate securitization trustee institution is notified by the TWSE of the delisting of its REIT or REAT beneficial securities; when an issuer of ETNs is notified by the TWSE of the delisting of its ETNs; when the master agent of an offshore fund institution is notified by the TWSE of the delisting of its offshore ETF beneficial certificates; when a foreign issuer and its depository institution are notified by the TWSE of the delisting of their Taiwan Depositary Receipts; when a secondary listed company is notified by the TWSE of the delisting of its shares; and when an issuer is notified by the TWSE of the delisting of its call (put) warrants.
Info
Article 52-1    When the TWSE suspends the trading of listed securities, the listed company may not apply for the return of securities listing fee that it has already paid. When the TWSE delists securities, a pro rata share of the listing fee shall be returned based on the months that it has been listed (partial months counted as whole months).
    The preceding paragraph shall apply mutatis mutandis when a trustee institution is notified by the TWSE of delisting of its beneficial securities; when a special purpose company is notified by the TWSE of delisting of its asset-backed securities; when a real estate securitization trustee institution is notified by the TWSE of delisting of its REIT or REAT beneficial securities; when a foreign issuer and its designated depositary institution are notified by the TWSE of delisting of their Taiwan Depositary Receipts; when a secondary listed company is notified by the TWSE of delisting of its shares; and when an issuer is notified by the TWSE of delisting of its call (put) warrants or ETNs.
Article 53    In accordance with regulations or upon valid reasons, the TWSE may inform a listed company to provide information related to the listed securities within a limited time.
    Any financial or business reports or information filed by a listed company may be publicly announced or displayed, in original or abstract form, by the TWSE for viewing by the public.
    The listed company shall be responsible for any false or untrue statements made in the preceding reports or information.
Info