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Operating Rules of the Taiwan Stock Exchange Corporation(2003.05.16) |
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Article 41
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The notice of listing for sale, suspension of sale, or de-listing of bonds issued by the government ("Government Bonds") shall be given by the Competent Authority to this Corporation for its public announcement. Where the listed Government Bond has been redeemed at maturity, this Corporation may directly publicly announce its de-listing.
The listing for sale, suspension of sale, or de-listing of securities publicly issued by a company limited by shares ("Issuing Company"), beneficiary certificates of closed-end securities investment trust funds ("closed-end funds"), exchange traded securities investment trust funds ("exchange traded funds") duly issued by securities investment trust companies ("SITEs"), beneficial securities duly issued by trustee institutions, asset-based securities duly issued by special purposes companies, Taiwan Depositary Receipts issued by foreign issuers and their depositary institutions, and call (put) warrants issued by issuers 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 this Corporation and the Issuing Company, SITEs, trustee institution, special purpose company, beneficiary certificate issuer, or call (put) warrant 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 this Corporation 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 "Certification Rules for Stocks and Bonds Issued by Companies," has been audited and certified by an accountant or approved and publicly announced by an auditing institution, reference may be made to Paragraph 2 of this Article for listing processing.
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Article 46
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Where a listed company suspends changes to the shareholders roster in accordance with Article 165 of the Company Law, it shall before the last date the shareholders roster may be changed and within the time period required by this Corporation, notify this Corporation of the reason for the suspension, date of suspension, amount of dividends and bonuses to be distributed, and allocation of rights and file a report on the Internet information reportage system designated by this Corporation. However, in special circumstances, where notification is given via mail of the reasons, the company may simply report to this Corporation 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 an additional letter notifying this Corporation of the amount of dividends and bonuses to be distributed and rights to be allocated, and file a report on the Internet information reportage system designated by this Corporation.
Where public announcements are made by this Corporation in reliance of the notification referred to in the preceding Paragraph concerning ex dividend and ex right transactions, and the information therein has been changed subsequently, or a notification of the change is not made by the listed company within the time period specified by this Corporation, then the listed company shall be fully responsible for all damages suffered by any trading party in trading disputes.
The provisions of Paragraph 2 of this Article shall apply mutatis mutandis to SITEs setting a time period for changes to the beneficiaries list or date of distribution of profits when handling matters set forth in Article 3, Article 25, and Article 27 of the Regulations Governing Securities Investment Trust Funds.
The provisions of Paragraphs 1 and 2 of this Article shall apply mutatis mutandis to the time period during which the shareholders list, the beneficiaries list, and the foreign bond holders list may not be changed due to the distribution of stock dividends, bond interests, profits, or other interests in accordance with the laws of its local jurisdiction, in respect of stocks or bonds issued by foreign issuers and their agents, or foreign securities represented by Taiwan Depositary Receipts that is issued by foreign issuers and their depositary institution.
The provisions of Paragraphs 1 and 2 shall apply mutatis mutandis when a trustee institution sets a record date for suspension of changes to entries in the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or distribution of profit on a special purpose trust, or when a special purpose company sets a record date for suspension of changes to entries in the register of holders of asset-based securities or a record date for distributions because of the convening of a meeting of holders of asset-based securities or distribution or repayment of principal, profit, interest, or other income rights in accordance with an asset securitization plan.
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Article 47-1
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SITEs shall provide the following information within the prescribed time period:
1. Where an announcement is related to the rights of beneficiaries, two copies of the announcement shall be provided. Where particulars that should be publicly announced but were not announced, or where the announced items were not sufficiently explanatory, this Corporation may inform the company to make the announcement or supplement or amend the announcement.
2. Upon receiving notification from this Corporation of approval for offering and issuance of beneficiary certificates, a SITE shall upload the electronic file [of the prospectus] onto the Internet information reporting system designated by this Corporation 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 provided.
This Corporation may provide original or abstract copies of the information provided to it pursuant to the preceding Paragraphs for review by the public.
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Article 48
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Within two days of the occurrence or of the effectiveness of the following events, a listed company shall report to this Corporation:
1. Where any of the conditions specified in Article 49 and Article 50 of these 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. Change in the director, supervisor, or manager.
6. Change in the major business.
7. Occurrence of any conditions specified in Article 282 of the Company Law.
8. The reaching of a resolution referred to in Article 185 of the Company Law, the purchase of shares referred to in Article 186 of the Company Law, or the negotiation and determination of the purchase price of shares referred to in Article 187 of the Company Law.
9. The pledge, mortgage, sale, or write-off of a major business asset.
10. Decreased or total stoppage of the manufacture of all or partial products due to major disasters.
11. The commencement or termination of major litigious matters and tax matters.
12.Any changes in the specimen stock certificate of listed securities.
13. Any action of the promoters or directors that under the Company Law carries civil liabilities.
14. Any resolutions of the normal or special meeting of shareholders which have been revoked by a court in accordance with the law.
15. Where reports are made to the competent Authority pursuant to Article 25, and Paragraph 2 of Article 36 of the Securities and Exchange Law.
16. 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.
SITEs satisfying the following conditions shall report to this Corporation:
1. Any changes in the specimen certificate of a beneficiary certificate.
2. Any events specified in Article 19 or Article 32 of the Regulations Governing Securities Investment Trust Funds.
3. Any events specified in Article 35, Article 36, Article 50, or Article 52 of the Rules Governing Securities Investment 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, this Corporation 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 reportage system designated by this Corporation.
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Article 50-2
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This Corporation may publicly announce the de-listing of beneficiary 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, this Corporation may report to and obtain the approval of the Competent Authority to de-list its beneficiary certificates:
1. Any circumstance specified in Paragraph 2 of Article 30 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 800 million New Taiwan Dollars due to opening of redemption.
4. Where for any other reason this Corporation deems it necessary to de-list the beneficiary certificates.
Where any of the following circumstances exists with respect to an exchange traded fund managed by any SITE, this Corporation may report to and obtain the approval of the Competent Authority to de-list its beneficiary certificates:
1. Any circumstance specified in Paragraph 2 of Article 30 of the Regulations Governing Securities Investment trust Funds.
2. Any circumstance stipulated in the securities investment trust contract of the listed beneficiary certificate as grounds for termination of the contract, where the securities investment trust enterprise has applied to this Corporation for de-listing.
3. Where for any other reason this Corporation deems it necessary to de-list the beneficiary certificates.
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Article 60
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The trading orders shall be given in a single trading unit or multiples thereof. The trading unit of stocks shall be 1,000 shares of ten dollar par value stocks. The trading unit of government bonds and corporate bonds shall be bonds with par value of ten thousand dollars.
Where a portion of the principal of government bonds and corporate bonds has been paid, the trading unit shall be calculated based on its remaining principal.
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Article 61
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The price of trading orders for stocks shall be based on one share of stock. The price of trading orders for government bonds and corporate bonds shall be based on bonds with a par value of one hundred dollars.
The trading of bonds shall be interest-free trades, except where the trading order specifies interest or the regulations specifies otherwise.
The calculation of the interest specified in the preceding Paragraph shall be based on the actual number of days between the interest-bearing commencement date and the date of transaction.
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Article 62
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The movement unit of the prices of trading orders shall be determined as follows:
1. Where the market price of each stock is less than five dollars, the movement unit shall be one cent, or five cents if the price is between five dollars to less than fifteen dollars, or ten cents if the price is between fifteen dollars to less than fifty dollars, or fifty cents if the price is between fifty dollars to less than one hundred fifty dollars, or one dollar if the price is between one hundred fifty dollars to less than one thousand dollars, or five dollars if the price is more than one thousand dollars.
2. The movement unit of government bonds and corporate bonds shall be fifty cents. The movement unit of convertible bonds shall be fifty cents if the price is less than one hundred fifty dollars, or one dollar if the price is between one hundred fifty dollars to less than one thousand dollars, or five dollars if the price is more than one thousand dollars.
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Article 63
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The daily fluctuation limit of securities, unless otherwise approved by the Competent Authority, shall be seven percent of the closing price for the previous trading day for stocks, and five percent for bonds.
Where there is no closing price for the previous trading day, and, for two continuous days, the highest buy order or lowest sell order price has reached the ceiling price or floor price, then such ceiling price or floor price may be used as the basis for determining the fluctuation limit.
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Article 67
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In the trading of stocks, where a listed company distributes dividends, bonuses or other interests pursuant to Paragraph 2 of Article 165 of the Company Law, and change to the shareholders list is suspended pending the record date (date on which registration of transfers is suspended), all settlements conducted after such date shall be considered to be ex dividend and ex right.
The daily fluctuation limit after the distribution of dividends shall be based on the closing price of the previous day minus the amount of dividends and bonuses that have been distributed.
The daily fluctuation limit for the ex right date shall be calculated based on the following:
1.Where a listed company uses retained earnings and capital reserve (including the capitalization of undistributed employee bonuses) to increase capitalization, the daily fluctuation limit for the ex right date shall be based on the closing price of the previous day minus the value of the distributed stock dividends.
2.Where a listed company uses cash capital to issue new stocks, the daily fluctuation limit for the ex right date shall be as follows:
(1) In case under cash capitalization the issue price of the newly issued stock is lower than the closing price on the day immediately preceding the ex right date, the daily fluctuation limit for the ex right date shall be the closing price on the day immediately preceding the ex right date for the purpose of determining the maximum high, and the closing price on the day immediately preceding the ex right date minus the value of the newly issued cash capitalization stock for the purpose of calculating the maximum low.
(2) In case under cash capitalization the issue price of the newly issued stock is higher than the closing price on the day preceding the ex right date, the daily fluctuation limit on the ex right date shall be the closing price on the day immediately preceding the ex right date minus the value of the newly issued cash capitalization stock for the purpose of determining the maximum high, and the closing price on the day immediately preceding the ex right date for the purpose of calculating the maximum low.
3.Where a listed company simultaneously uses retained earnings and capital reserve (including the capitalization of undistributed employee bonuses) to increase capitalization, and also uses cash capital to issue new stocks, the daily fluctuation limit shall be calculated as follows:
(1) In case under cash capitalization the issue price of the newly issued stock is lower than the closing price of the day prior to the ex right date minus the value of the capitalized retained earnings and capital reserve (including the capitalized undistributed employee bonuses), the daily fluctuation limit for the ex right date shall be the value of the closing price on the day immediately preceding the ex right date minus the value of the capitalized retained earnings and capital reserve (including the capitalized undistributed employee bonuses) for the purpose of calculating the maximum high, and the closing price on the day immediately preceding the ex right date minus the value of the capitalized retained earnings and capital reserve (including the capitalized undistributed employee bonuses) and value of the newly issued cash capitalization stock for the purpose of calculating the maximum low.
(2) In case under cash capitalization the issue price of the newly issued stock is higher than the closing value of the day prior to the ex right date minus the value of the capitalized retained earnings and capital reserve (including capitalized undistributed employee bonuses), the daily fluctuation limit for the ex right date shall be the value of the closing price on the day immediately preceding the ex right date minus the value of the capitalized retained earnings and capital reserve (including the capitalized undistributed employee bonuses) and the value of the newly issued cash capitalization stock for the purpose of calculating the maximum high, and the closing price on the day immediately preceding the ex rights date minus the value of the capitalized retained earnings and capital reserve (including the capitalized undistributed employee bonuses) for the purpose of calculating the maximum low.
4.In case any of the procedures in the above Subparagraphs cannot be suitably used, the daily fluctuation limit for the ex right date shall be determined by this Corporation in view of the current circumstances.
The value of the rights referred to in the preceding Paragraph shall be determined by this Corporation.
The matters relating to ex dividend and ex right in connection with listed securities in margin purchases and short sales shall be handled in accordance with the Operation Rules for Securities Firms Dealing with Margin Purchases and Short Sales or the Operation Rules for Securities Financing Enterprises Dealing with Margin Loans and Short Stocks.
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Article 99
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A securities dealer shall process the trading of securities as the following:
1. Reported strike price of purchase (sale) shall not the up-limit (down-limit) of the daily trading limit, provided that a dedicated account shall be separately assigned for trading securities for risk aversion in connection with issuance of call (put) warrants or for purchase in kind or redemption in kind of exchange traded fund beneficiary certificates, and trading report for such account may be exempt from the aforesaid price restriction.
2. Reported strike price of purchase (sale) before the market is open shall not exceed 50% of the prescribed daily price-fluctuation range based on the closing price (in case of ex rights or ex dividend, the projected ex rights price or ex dividend price on the date set for ex rights or ex dividend) of the previous business day.
Where this Corporation discovers that the trading of securities by a securities dealer is sufficient to affect the normal market, this Corporation may report to the Competent Authority seeking its approval for limiting the trading volume of all or a part of the securities to be bought or sold by the securities dealer.
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