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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"), beneficiary securities duly issued by trustee institutions, asset-backed securities duly issued by special purposes companies, real estate investment trust (REIT) beneficiary securities or real estate asset trust (REAT) beneficiary securities duly offered and issued by securitization trustee institutions, 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, securitization trustee institution, depositary receipt 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 a CPA 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 42
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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 this Corporation.
The format and the required documents for application of securities listing shall be determined by this Corporation 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 "Certification Rules for Stocks and Bonds Issued by Companies," and sent to the central securities depositary institution for checking and issuance of a certificate of non-error in accordance with the "Rules Governing the Handling of Stock Matters by Public Companies".
In reviewing the application for securities listing by an Issuing Company, in addition to the documents supplied, this Corporation may consult other credit reports and process the application in accordance with the Criteria for Review of Securities Listings, and the "Industry Categorization and Adjustment Guidelines for Listed Companies".
The Criteria for Review of Securities Listings and the Industry Categorization and Adjustment Guidelines for Listed Companies shall be drafted by this Corporation and sent to the Competent Authority for its approval and public announcement.
Issuing Companies applying for initial public offering 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. This Corporation 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 through 5 of this Article shall apply mutatis mutandis to the listing of beneficiary certificates issued by SITEs, beneficiary securities issued by trustee institutions, asset-backed securities issued by special purposes companies, REIT beneficiary securities or REAT beneficiary securities duly offered and issued by securitization trustee institutions, or Taiwan Depositary Receipts issued by foreign companies and their depositary banks.
The provisions of Paragraphs 1, 2, 4 and 5 of this Article shall apply mutatis mutandis to the listing of call (put) warrants.
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Article 43-3
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After this Corporation has approved an application by a real estate securitization trustee institution for listing of REIT beneficiary securities or REAT beneficiary securities offered and issued by it or, and the Agreement for Listing has been submitted to and approved by the Competent Authority and taken effect, listing fees shall be paid in accordance with the Agreement for Listing, and, upon receiving notice from this Corporation, the issuer shall upload an electronic file of the prospectus onto the Internet information reporting system designated by this Corporation and shall deliver a physical copy of the full prospectus to this Corporation in the number of copies prescribed by this Corporation.
Further, by the business day prior to the date it has set with this Corporation 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 this Corporation, and shall send the downloaded information to this Corporation.
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 and reference number of the approval of the Agreement for Listing.
3. Date of commencement of listing for trading.
4. Names, addresses, and telephones of the trustee institution and the originator institution that entrusted the real estate management.
5. Date of issue and period of validity.
6. Total monetary amount and total number of units to be issued.
7. Basic policies, scope, and investment strategy for utilization of the fund, or method of management and disposition of the trust property.
8. Method of calculation and public announcement of net asset value per beneficiary unit.
9. 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.
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 real estate securitization trustee institutions for listing of REIT beneficiary securities or REAT beneficiary securities offered and issued thereby, where public sale is not completed in accordance with provisions within three months from the date the approval of the Agreement for Listing is obtained from the Competent Authority under Paragraph 1, the listing shall be cancelled. With legitimate reasons, and upon approval by this Corporation and approval for recordation by the Competent Authority, the period may be extended for a single term of three additional months. 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 beneficiary securities or REAT beneficiary 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, this Corporation may suspend the listing of the beneficiary 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 this Corporation or does not cooperating in supplying necessary information, or the circumstances inappropriate to listing are verified through investigation, this Corporation may, upon approval of the Competent Authority, void its Agreement for Listing or terminate its listing. In the event it is shown upon investigation that there are no inappropriate circumstances for listing, this Corporation may, upon obtaining approval for recordation by the Competent Authority, notify the company to resume the listing process. However, where there remains any uncertainty about appropriateness for listing, this Corporation may continue to suspend the listing of the beneficiary securities for trading.
Listed REIT beneficiary securities and REAT beneficiary securities shall be assigned by this Corporation a code number and an abbreviated name for uniform usage.
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Article 44
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Listed companies shall be required to establish or appoint an institution in the area where this Corporation is located to process the transfer of securities. Further, such companies shall notify this Corporation the business address and the name of the responsible person of the transfer institution, and the specimen of chops that must be chopped on the stock certificates to effect valid transfer within three days of their decision. The same process shall apply in case of amendments.
The transfer or the splitting of stocks handled by listed companies shall be completed within three days after the application therefor is received.
Listed companies processing the transfer of securities shall conduct its affairs in accordance with the "Criteria for Handling Stock Matters by Public Companies" prescribed by the Competent Authority.
The provisions of Paragraphs 1 and 2 of this Article shall apply mutatis mutandis to SITEs processing the transfer of beneficiary certificates, trustee institutions processing the transfer of beneficiary securities, special purpose companies processing the transfer of asset-backed securities, real estate securitization trustee institutions processing the transfer of REIT securities or REAT securities or foreign issuers processing the transfer of stocks, or foreign issuers and their depositary institutions processing the transfer of Taiwan Depositary Receipts.
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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 Act, 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-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 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 income.
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Article 47-5
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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, two copies of the public announcement shall be submitted. Where particulars that should have been publicly announced were not announced, or where the announced items were not sufficiently explanatory, this Corporation may give notice via letter to make the announcement or to supplement or amend the announcement.
2. When trading of REIT beneficiary securities or REAT beneficiary securities on this Corporation's 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 three 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 this Corporation.
This Corporation may provide the originals or abstracts of any information provided to it pursuant to the preceding Paragraphs for review by the public.
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Article 48-1
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Any foreign issuer and its depositary institution that issue Taiwan Depositary Receipts shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Listed Foreign Securities prescribed by this Corporation.
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 this Corporation.
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 this Corporation.
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 this Corporation.
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Article 50-7
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This Corporation may publicly announce the de-listing of listed REIT beneficiary securities or REAT beneficiary securities upon the maturity date thereof.
Where any of the following events occurs with respect to the real estate securitization trustee institution, this Corporation may report to the Competent Authority for approval to suspend trading of its REIT beneficiary securities or REAT beneficiary securities:
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 beneficiary rights or interests.
3. An event under subparagraphs 1 to 3 of paragraph 1 of Article 6 of the Regulations Governing the Offering or Private Placement of Real Estate Investment Trust or Real Estate Asset Trust Beneficiary 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 this Corporation necessitates the suspension of trading of the securities.
If trading of a real estate securitization trustee institution's REIT beneficiary securities or REAT beneficiary securities is suspended due to any event enumerated in the preceding Paragraph, [the trustee institution] may, upon extinction of the given cause and in the absence of any other cause under the preceding paragraph, submit relevant supporting documents to apply for reinstatement of trading. This Corporation may publicly announce the reinstatement of trading after obtaining the approval of the Competent Authority under Article 147 of the Securities and Exchange Act.
Where any of the following events occurs with respect to the real estate securitization trustee institution, this Corporation may de-list its REIT beneficiary securities or REAT beneficiary securities after obtaining approval of the Competent Authority:
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 six months.
5. Any other cause that in the opinion of this Corporation necessitates de-listing of its REIT beneficiary securities or REAT beneficiary securities.
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Article 51
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Upon the merger between two listed companies or between a listed company and an OTC company, the surviving company shall remain a listed company, and the terminated company shall publicly announce the de-listing of its securities. If by reason of the merger, the surviving company issues new shares or certificates of entitlement to new shares of the same class of stocks that are already listed, listing of the shares may commence from the record date of the merger; provided, trading of the originally listed securities shall be suspended eight trading days before the record date of the merger (and non-inclusive of that date), and an application shall be completed and filed with this Corporation, annexing the relevant documents, at least 15 trading days before the record date of the merger (and non-inclusive of that date).
Upon the merger between a listed company and an unlisted or non-OTC company, the surviving company shall remain a listed company. Except in the case of a securities, financial, or insurance company with special approval from the authority in charge of the industry concerned, or where a listed company merges into itself its 100 percent owned subsidiary, the following conditions shall be met:
1. The financial data of the unlisted company or non-OTC company that was merged and the consolidated financial data of the two merged companies satisfy the profitability requirements of listed companies enumerated in Article 4 of the Criteria for Review of Securities Listings. However, the said provision shall not apply where the net worth per share of the surviving company in the most recent financial year is higher than the net worth per share of the original listed company.
2. The unlisted company or non-OTC company being merged does not satisfy the circumstances specified in Subparagraphs 1, 4, 5, 8, 9, 10, and 14 of Paragraph 1 of Article 9 of the Criteria for Review of Securities Listings.
3. The most recent annual financial reports of the unlisted company or non-OTC company being merged have been audited by a CPA approved by the Competent Authority to audit publicly listed companies, and the auditor issues an unqualified opinion.
4. If the merged unlisted/non-OTC company is a foreign company meeting the conditions set forth in Article 21 of the Business Mergers and Acquisitions Act, the listed company shall obtain documentation of foreign investment approval by the Ministry of Economic Affairs Investment Commission. Also, the financial report submitted for the foreign company shall have been issued an audit report with an unqualified opinion by the attesting CPA, as well as an opinion by a Taiwan CPA regarding the differences in accounting principles applied in the Republic of China and in the foreign company's home country and the resulting effects on the financial report. In addition, a CPA other than the original attesting CPA, and approved by the Competent Authority to perform financial attestation for public companies, shall submit a written reference report analyzing and explaining the reasonableness of the share exchange ratio and price and overall synergy at the time of the merger between the listed company and the foreign
company.
For the new shares issued as a result of the merger referred to in the preceding two paragraphs, if such shares are of a different class from the listed securities, then such shares shall conform to Paragraph 2 of Article 14 of the Criteria for Review of Securities Listings.
Where a listed company undertakes a merger pursuant to Paragraph 2, any directors, supervisors, and shareholders holding more than 10 percent of the issued shares of the company being merged shall place in centralized custody in compliance with all the below-listed provisions any new stock issued for capital increase due to the merger or overseas depositary receipts issued for capital increase due to the merger that they hold, with the exception that a listed company that merges into itself a subordinate company in which it holds 50 percent or more of the issued shares may be exempted from the provisions regarding the ratio of total shares that shall be placed in centralized custody; provided, this requirement may be waived where a listed company merges with a subordinate company of which it holds 90 percent or more of the outstanding shares in accordance with Article 316-2 of the Company Act:
1. Such persons obtaining new shares issued for capital increase due to the merger shall place all such shares into centralized custody. The provisions of Paragraph 2 of Article 10 of the Criteria for Review of Securities Listings shall apply mutatis mutandis to the calculation of the ratio of new share issued as a result of the merger that should be placed in centralized custody. In case of shortage, negotiation shall be made with other shareholders holding new shares issued for capital increase due to the merger to make up the shortfall. Of the share certificates placed in central custody, one-fifth of the portion comprising 50 percent thereof may be withdrawn after the lapse of two full years from the listing date thereof; thereafter, a further one-fifth of such portion may be withdrawn once every six months. The remaining 50 percent may withdrawn in full after the lapse of six full months from the listing date thereof. However, these provisions may be waived where, pursuant to Article 316-2 of the
Company Act, a listed company merges with a subordinate company of which it holds 90 percent or more of the issued shares.
2. Such persons obtaining overseas depositary receipts issued for capital increase due to merger shall provide a written undertaking that for a certain period of time they shall not redeem or transfer the overseas depositary receipts held by them, and shall incorporate provisions restricting redemption into the contract signed and entered into with the custodian institution. The total ratio of global depositary receipts subject to restriction of redemption or transfer and the period of the restriction shall accord with the provisions of the preceding subparagraph.
Where the merger between a listed company and other companies does not conform with the preceding four Paragraphs, or where a new company is created as a result of the merger, the original listed company shall apply for the termination of listing. The surviving company or the new company may apply for listing of stocks after completion of the merger.
Where a listed company, pursuant to the Business Mergers and Acquisitions Act, Company Act, or other laws or regulations, acquires shares, business, or assets of an unlisted/non-OTC company, with shares, cash, or other assets as the consideration, or acquires from a shareholder of an unlisted/non-OTC company his/her shares therein, or acquires in full or in part the business of an unlisted/non-OTC company through assignment by split, if such transaction reaches any of the following standards, such unlisted/non-OTC company shall additionally comply with all of the conditions set out in paragraph 2, and any director, supervisor, or shareholder holding 10 percent or more of the shares thereof who has holdings of the new capitalization shares or overseas depositary certificates issued by the listed company for such capital increase shall also deposit the share certificates into central custody in accordance with the provisions of paragraph 4:
1. If the book entry amount of shares, cash, or assets obtained by the unlisted/non-OTC company as a result of being acquired reaches 70 percent or more of its book net asset value, or the book entry amount of shares, cash, or assets paid by the listed company for the acquisition reaches 10 percent or more of its book net asset value.
2. If the total number of shares acquired from shareholders of the unlisted/non-OTC company reaches 70 percent or more of its issued shares.
3. If the operating revenue or operating profit or book net asset value of a division being spun off from the unlisted/non-OTC company to the listed company reaches 70 percent or more of its entire operating revenue or operating profit or book net asset value, or reaches 10 percent or more of the entire operating revenue or operating profit or book net asset value on the listed company's pro forma financial statements.
When a listed company files an application under Paragraph 1 and Paragraph 2, it shall fill in the application form and submit relevant documents (attachments). After the personnel of this Corporation makes examination and provides examination comments for approval, a written opinion approving the merger shall be sent to the company. The said written opinion shall state "This approval letter is provided for the applicant company to register (apply for) the issuance of new shares as a result of merger with the competent authority only. If the application is not approved by the competent authority, this approval letter shall become void."
If an unlisted/non-OTC company that is acquired or assigns business operations as set out in paragraph 6 is a foreign company, the provisions of paragraph 2, subparagraph 4 shall apply mutatis mutandis to its financial information and the matters required to be analyzed and explained.
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Article 52
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Forty days prior to the de-listing of securities as approved by the Competent Authority, this Corporation shall publicly announce such facts and inform the over-the-counter trading exchanges and such company that the securities may by applied for as managed stocks.
This Corporation shall announce the de-listing of securities in accordance with Paragraph 1 of Article 51, Article 51-1, Article 50-2, Article 50-6, or Article 50-7 of these Rules five days prior to such event.
Upon notification by this Corporation that its securities are to be de-listed, a listed company or SITE shall report such notification on the Internet information reportage system designated by this Corporation within two days, and send the downloaded information to this Corporation for its recordation. However, where the maturity period of bonds has been reached or upon other special circumstances, with approval of the Competent Authority, the preceding restriction on public announcements shall not be applicable.
The preceding Paragraph shall apply mutatis mutandis to notification by this Corporation to a trustee institution that its beneficiary securities have been de-listed, notification by this Corporation to a special purpose company that its asset-backed securities have been de-listed, notification by this Corporation to a real estate securitization trustee institution that its REIT beneficiary securities or REAT beneficiary securities [have been de-listed], notification by this Corporation to a foreign company and its designated depositary institution that its Taiwan Depositary Receipt has been de-listed, or notification to an issuer that its call (put) warrant has been de-listed.
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Article 52-1
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Upon approval by the Competent Authority for suspension of trading of listed securities, the listed company may not apply for the return of securities listing fee that it has already paid. Upon approval for de-listing, 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 to notification by this Corporation to a trustee institution that its beneficiary securities have been de-listed, notification by this Corporation to a special purpose company that its asset-backed securities have been de-listed, notification by this Corporation to a real estate securitization trustee institution that its REIT beneficiary securities or REAT beneficiary securities have been de-listed, notification by this Corporation to a foreign company and its designated depositary institution that its Taiwan Depositary Receipt has been de-listed, or notification to an issuer that its call (put) warrant has been de-listed.
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Article 55
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The trading of listed securities on the Exchange shall be conducted by automated computer trading. Where it is deemed necessary by this Corporation, other trading method may be employed.
The regulations governing the trading of bonds, beneficiary certificates, depositary receipts, call (put) warrants, convertible bonds, certificates carrying rights to convert bonds into shares, corporate bonds, securities with warrants, and foreign stocks shall be separately prescribed by this Corporation.
If beneficiary securities or asset-backed securities issued under the Financial Asset Securitization Act, or REAT beneficiary securities issued under the Real Estate Securitization Act, are debt-type securities, the method of trading of such securities listed on this Corporation's market shall be subject, mutatis mutandis, to the regulations governing trading of corporate bonds under the preceding paragraph.
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