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Amendments

Title:

Operating Rules of the Taiwan Stock Exchange Corporation  CH

Amended Date: 2022.08.11 (Articles 79-2 amended,English version coming soon)
Current English version amended on 2021.05.11 
Categories: Basic Laws and Regulations

Title: Operating Rules of the Taiwan Stock Exchange Corporation(2003.05.12)
Date:
Article 49  Where any of the following events exists, this Corporation may place the listed securities under altered-trading-method category:
 1.The latest financial report registered and publicly announced in accordance with Article 36 of the Securities and Exchange Law, or the combined financial report of its holding company shows that its net worth is less than one-half of its paid-in capital. However, when a listed company records as a deduction from shareholders equity the cost of shares bought back by it pursuant to Article 28-2 of the Securities and Exchange Law or of shares held in said listed company by subsidiaries thereof, the par value of treasury stock held in said listed company by the listed company and subsidiaries thereof may be deducted from the paid-in capital in the calculation of the above-stated ratio.
 2.A shareholders meeting has not been held within six months after the end of the fiscal year; provided that with valid reasons and with the approval of the competent authority of the Company Law, the meeting is held within the approved time period, the above shall not be applicable.
 3.The semi-annual or annual financial reports that were publicly announced and registered pursuant to Article 36 of the Securities and Exchange Law, or the consolidated financial report for an investment holding company or financial holding company was not prepared or disclosed pursuant to relevant laws and regulations and generally accepted accounting principles, or the accountant was not able to fully implement the auditing procedures due to restrictions placed by the principal or the audited party on the accountant such that the accountant is compelled to render a reserved opinion due to his inability to fully disclose the reasons for the reserved opinion, or fully disclose the items that may be affected thereby, or adjustments to monetary sums that should be made.
 4.Violation of relevant rules concerning the confirmation and disclosure of material information by 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. An application for re-organization has been filed to the court in accordance with Article 282 of the Company Law.
 7. Half or more of the directors of the company have changed so that the shareholding is too concentrated to meet the then-current shareholding dispersion criteria for listing, or its incumbent directors, supervisors, or president meet any of the conditions under Subparagraph 10 of Paragraph 1 of Article 9 of this Corporation's Criteria for Review of Securities Listings and fail to make improvement within a specified time period ordered by this Corporation.
 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 this Corporation is aware of such dishonor.
 10. After a split, 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 Criteria for 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 the result of share conversion, general assignment, or assignment of business, this shall not apply within one year of the date of listing for trading.
 12. Where a financial holding company or investment holding company fails to abide by an agreement to purchase the shares of minority shareholders of a subsidiary in which it has shareholding of more than 70 percent.
13. Upon other necessary reasons as determined by this Corporation.
 Where a listed company has the conditions specified above such that its securities has been placed under altered-trading-method category, upon satisfying the below conditions, and upon not having any other of the above conditions, this Corporation may resume the trading method to normal settlement method:
 1.Where the change of trading method was ordered pursuant to Subparagraph 1 of the preceding Paragraph, and the new audited financial report registered and publicly announced pursuant to Article 36 of the Securities and Exchange Law shows that the net worth has risen above one-half of the paid-in capital. However, when a listed company records as a deduction from shareholders equity the cost of shares bought back by it pursuant to Article 28-2 of the Securities and Exchange Law or of shares held in said listed company by subsidiaries thereof, the method of calculation by this Corporation shall be as set forth in Subparagraph 1 of the preceding paragraph.
 2.Where the change of trading method was ordered pursuant to Subparagraph 2 of the preceding Paragraph, and the shareholders meeting has been held.
 3.Where the change of trading method was ordered pursuant to Subparagraph 3 of the preceding Paragraph, and the new audited financial report has shown improvements and the auditor renders a clean opinion.
 4.Where the change of trading method was ordered 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 proceeding 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 application for re-organization was withdrawn; provided that the execution period of the changed trading method shall not be less than three months.
 7. After the trading method was changed pursuant to Subparagraph 7 of the preceding Paragraph, correction and improvement was made.
 8. After the trading method was changed pursuant to Subparagraph 8 of the preceding Paragraph, the company repaid liabilities or reached settlement agreement with the creditors.
 9. Within three 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 hereinbelow, 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 this Corporation. The form shall be signed and certified by a certified public accountant and an attorney at law and submitted to this Corporation 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 three 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 three months after the change of trading method of the securities pursuant to Subparagraph 11 or Subparagraph 12 of the preceding paragraph.
 12. After the trading method was changed pursuant to Subparagraph 13 of the preceding Paragraph, correction or improvement is made upon the request of this Corporation.
 Where this Corporation changes the trading method of listed securities pursuant to Subparagraph 1 of the preceding Paragraph, or where this Corporation restores the trading method to normal settlement pursuant to Subparagraph 2 of the preceding Paragraph, within one month of such action, this Corporation shall report such action to the Competent Authority for recordation.
Article 50  Where a listed company satisfies any of the following conditions, this Corporation shall in accordance with Article 147 of the Securities and Exchange Law report to and obtain the permission of the Competent Authority to suspend the trading of such securities, or such company may apply to terminate its listing pursuant to Paragraph 2 of Article 50-1:
 1. Failure to produce and register and publicly announce financial reports or financial projections or failure to prepare consolidated financial reports for the financial reports submitted by an investment holding company or financial holding company in accordance with the laws and regulations.
 2. Where any condition specified in Article 282 of the Company Law exists, and a court has prohibited the transfer of its shares pursuant to Subparagraph 5 of Paragraph 1 of Article 287 of the Company Law.
 3. Any document or information that has been submitted is suspected to be untrue, and upon the request of this Corporation to explain the matter, no explanation is provided within the prescribed time period.
 4. The securities transfer institution established at the location of this Corporation is withdrawn, or a dummy transfer institution is established such that no transfers are processed, and upon the order of this Corporation 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 Law 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 accountant auditing the publicly announced and registered semi-annual or annual financial statement was unable to render an opinion or renders a negative opinion.
 6. Violation of relevant rules concerning the confirmation and disclosure of material information by a listed company, such violation was serious, and there is the need to suspend trading in its securities.
 7. Where a listed company has violated the undertaking it gave when applying for listing.
 8. Where a listed company, going public in accordance with Article 6-1 of Criteria for Review of Securities Listings, critically delays its construction schedule or materially violates provisions prescribed in the concession contract.
 9. Violation of the provisions of Subparagraph 8 of Paragraph 1 of the preceding Article, and failure to satisfy Subparagraph 8 of Paragraph 2 of the same Article within three months.
 10. Violation of the provisions of Subparagraph 9 of Paragraph 1 of the preceding Article, and failure to carry out, within three months of the trading day next following the date the trading method was changed, remedial procedures as provided in Subparagraph 9 of Paragraph 2 of the same Article and to submit relevant evidentiary documentation.
 11. Loss of controlling interest, as defined in Subparagraph 1 of Article 4 of the Financial Holding Company Law, in a subsidiary, where a competent authority has ordered it to make corrections within a certain period.
 12. Violation of Paragraph 1, Subparagraph 10, Subparagraph 11, or Subparagraph 12 of the preceding article, and inability to achieve compliance with Paragraph 2, Subparagraph 10, Subparagraph 11, or Subparagraph 12 of the same article within three months from the trading day next following the date of change of trading method.
 13. Other events deemed necessary to suspend the trading in securities.
 Where a listed company satisfies the conditions specified above such that its trading has been suspended, upon satisfying the below conditions, and upon not satisfying any other of the above conditions, this Corporation may in accordance with Article 147 of the Securities and Exchange Law 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 new financial report or financial projection has been publicly announced and registered in accordance with laws and regulations.
 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 Subparagraph 2 of Paragraph 3 of Article 285-1 of the Company Law.
 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 this Corporation.
 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 corrections or rewrites are made to the financial report in accordance with relevant regulations and generally accepted accounting principles; or upon a re-audit by the accountant, the original condition causing inability to render an opinion or render a negative opinion no longer exists, or a reserved opinion has not been rendered pursuant to Subparagraph 3 of Paragraph 1 of Article 49.
 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 six months of the trading day next following the date of suspension of trading, and the listed company has produced relevant evidentiary documentation 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 of the preceding Paragraph, and corrections or improvements have been made within six months of the trading day next following the date of suspension of trading.
 13. Where suspension of trading was ordered pursuant to Subparagraph 13 of the preceding Paragraph, and corrections or improvements have been made in accordance with relevant rules and regulations.