| Title： |
Operating Rules of the Taiwan Stock Exchange Corporation(2004.09.14) |
| Date： |
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Article 51-2
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If a listed company that has carried out a split of one or more departments capable of operating independently pursuant to applicable law wishes to continue listed trading of its listed securities, or if the existing company or newly incorporated company that acquired the business of the aforesaid department(s) after the split (the "assignee company of the split") wishes to list its securities for trading, the company shall without exception comply with the provisions of this Article, and shall carry out applicable procedures for a company split and for listing.
The provisions of the preceding paragraph shall also apply where a single listed company splits simultaneously into multiple assignee companies of the split, or multiple listed companies split simultaneously into a single assignee company of the split.
Any listed company to which any circumstance set forth in Paragraph 1 or Paragraph 2 applies may continue to be listed if it submits the applicable documents prescribed by this Corporation at least 15 trading days before the record date of the split. Except under any of the following circumstances, trading of listed securities of a listed company shall be suspended 10 trading days prior to the record date of the split and such suspension shall continue until the day prior to the record date of the split:
1. Where a listed company splits but does not carry out a capital reduction, and issue of replacement shares is unnecessary.
2. Where the split of the listed company does not involve subsequent confirmation of the shareholder roster, or there is no difference in shareholder equity before and after the record date of the suspension of share transfer, and suspension of margin purchase and short sale or compulsory covering of short sale positions are unnecessary.
Where a listed company carries out capital reduction due to a split referred to in Paragraph 1 or 2, and the newly incorporated company that acquires its business issues new shares for which the acquired business is the consideration, and issues them in full to the original shareholders of the split company on a pro-rata basis, approval may be given for listing and trading of the securities of the newly incorporated assignee company if it complies with all of the conditions listed below; provided, simultaneous application may not be made of related conditions such as those concerning lesser capital amount or profitability in Article 5, Article 6, or Article 6-1 of this Corporation's Criteria for the Review of Securities Listings:
1. Capitalization: the paid-in capital on the pro forma financial statement for the most recent period at the time of application complies with the provisions of Article 4, Paragraph 1, Subparagraph 2 of this Corporation's Criteria for the Review of Securities Listings.
2. Profitability: complies with the provisions of Article 4, Paragraph 1, Subparagraph 3 of this Corporation's Criteria for the Review of Securities Listings, according to the pro-forma financial statement.
3. No circumstance in Article 9, Paragraph 1, Subparagraphs 1, 4, 5, 8, 10, 12, or 14 of this Corporation's Criteria for the Review of Securities Listings applies.
4. The pro forma financial statements for the most recent fiscal year shall be audited and certified by a CPA approved by the Competent Authority to perform financial certification for public companies, and an audit report containing an unqualified opinion issued.
5. Centralized custody of shares and pre-listing public sale shall be carried out pursuant to Article 10 or Article 10-1, and Article 11, of this Corporation's Criteria for the Review of Securities Listings.
If in a split referred to in the preceding paragraph the split company does not carry out capital reduction or carries out only a partial reduction, the newly formed assignee company of the split, when applying to this Corporation for listing, shall comply with all of the below-listed conditions, in addition to complying with the requirements of the preceding paragraph:
1. Incorporation period: the time of incorporation of the split department, as shown in the financial data of the split company, shall comply with Article 4, Paragraph 1, Subparagraph 1 of this Corporation's Criteria for Review of Securities Listings.
2. Shareholding dispersion: shall comply with Article 4, Paragraph 1, Subparagraph 4 of this Corporation's Criteria for Review of Securities Listings.
3. There shall exist none of the circumstances set forth in Articles 18 or 19 of the Criteria for Review of Securities Listings under which listing is undesirable.
If the assignee company of a split is an existing company and the operating revenue or operating income of a single listed company of which it is the assignee accounts for 50 percent or more of the total operating revenue or operating income on its pro forma consolidated financial statements, and accounts for 10 percent or more of the overall operating revenue or discernible assets of the split company, it shall comply with all the subparagraphs of Paragraphs 4 and 5, but its pro forma financial statements shall be prepared as consolidated statements with those of the single or multiple independently operating departments of the listed company of which it is the assignee.
If more than one listed company splits and makes an assignment to a single assignee on the same record date, the calculation of the incorporation period under Paragraph 5 or 6 shall be based upon the listed company that assigned the business of which the operating revenue or operating income accounts for 50 percent or more of the total operating revenue of the assignee company and accounts for 10 percent or more of the overall operating revenue or discernible assets of such listed company. If more than one independently operating department was split, that with the longer period of incorporation may be selected as the basis for calculation.
In a split referred to in Paragraphs 4, 5, or 6, where the period of listing, or combined period of listing and OTC-listing, of the securities of the split listed company is no less than three years and the assignee company of the split submits an application accompanied by the relevant documents to this Corporation in accordance with prescribed procedures within one year of the day of completion of amendment registration of the split, all of the below-listed provisions shall be complied with:
1. A newly formed assignee company of a split according to Paragraph 4 whose listing application has passed review for completeness of the submitted application documents and passed review by the management department for compliance with regulations may apply to the Competent Authority for approval and announcement of listing.
2. For a newly formed assignee company of a split according to Paragraph 5, the listing application shall be handled in accordance with the preceding subparagraph, and shall additionally be submitted to this Corporation's board of directors for ratification.
3. For an existing assignee company of a split according to Paragraph 6, the listing application shall be handled in accordance with the preceding subparagraph, and shall additionally be submitted for deliberation by this Corporation's Securities Listings Review Committee.
4. Where a listing application under any of the preceding subparagraphs is rejected on the grounds of non-conformance with requirements, the applicant company may, within 20 days from the date of this Corporation's rejection notice, submit its reasons for requesting reconsideration along with relevant materials to this Corporation for reconsideration; provided, the applicant company's reasons for requesting reconsideration shall be limited to whether the grounds for the original rejection decision were erroneous. This Corporation shall examine such requests as follows:
(1) For a request for reconsideration of a listing application under subparagraph 1, the managing department shall examine whether the grounds for the original rejection were erroneous and whether any other conditions have subsequently arisen rendering the applicant unsuitable for listing.
(2) For a request for reconsideration of a listing application under subparagraph 2, the managing department shall conduct the examination and draft an opinion, and then submit it to a Review Meeting chaired by the president of the Stock Exchange for deliberation.
(3) For a request for reconsideration of a listing application under subparagraph 3, the managing department shall express a specific opinion and then resubmit the application for review by the Listing Review Committee. If an assignee company of a split referred to in the preceding paragraph is unable to apply to this Corporation for listing in accordance with prescribed procedures, annexing relevant documents, within one year of the day of completion of amendment registration of the split, it may separately do so in compliance with the relevant provisions of this Corporation's Criteria for Review of Securities Listings, but the provisions of Paragraph 5, Subparagraph 1, Paragraph 6, or Paragraph 7 may respectively be applied mutatis mutandis to the calculation of the incorporation period thereof.
Within two years of the date of listed (or OTC) trading of securities of an assignee company of a split of a listed company pursuant to Paragraphs 4, 5, or 6 herein, or to Article 16-3 of the ROC Over-the-Counter Securities Exchange Rules Governing Securities Trading on Over-the-Counter Markets, any further assignee company of a split of such listed company may not apply for listing of its securities pursuant to this article.
An OTC company that carries out a split, and whose assignee company of the split complies with the provisions of Paragraph 4, 5, or 6, may apply for listing through the application, mutatis mutandis, of Paragraph 8 or 10.
If a listed company, after carrying out a split, wishes to apply for termination of listed trading of its securities, or such company is extinguished due to the split of its entire operations or assets, this Corporation shall terminate the listing of its listed securities after applying and obtaining approval from the Competent Authority pursuant to Article 144 of the Securities and Exchange Act.
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Article 51-2
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If a listed company that has carried out a split of one or more departments capable of operating independently pursuant to applicable law wishes to continue listed trading of its listed securities, or if the existing company or newly incorporated company that acquired the business of the aforesaid department(s) after the split (the "assignee company of the split") wishes to list its securities for trading, the company shall without exception comply with the provisions of this Article, and shall carry out applicable procedures for a company split and for listing.
The provisions of the preceding paragraph shall also apply where a single listed company splits simultaneously into multiple assignee companies of the split, or multiple listed companies split simultaneously into a single assignee company of the split.
Any listed company to which any circumstance set forth in Paragraph 1 or Paragraph 2 applies may continue to be listed if it submits the applicable documents prescribed by this Corporation at least 30 trading days before the record date of the split. Except under any of the following circumstances, the listed company shall file to carry out the procedures for the split and the capital reduction and issuance of new securities certificates as a consolidated case. The trading of its listed securities shall be suspended 10 trading days prior to the record date of the split and such suspension shall continue until 30 trading days (or 15 trading days if the securities are not issued in physical form) after the record date of the split (i.e. the record date of the capital reduction), during which period the company shall have completed the procedures for issuing the new securities certificates in accordance with Article 45 and points 1, 2, and 3 of the Procedures for the Exchange of Securities Certificates by
Listed Companies :
1. Where a listed company splits but does not carry out a capital reduction, and issue of replacement shares is unnecessary.
2. Where the split of the listed company does not involve subsequent confirmation of the shareholder roster, or there is no difference in shareholder equity before and after the record date of the suspension of share transfer, and suspension of margin purchase and short sale or compulsory covering of short sale positions are unnecessary.
Where a listed company carries out capital reduction due to a split referred to in Paragraph 1 or 2, and the newly incorporated company that acquires its business issues new shares for which the acquired business is the consideration, and issues them in full to the original shareholders of the split company on a pro-rata basis, approval may be given for listing and trading of the securities of the newly incorporated assignee company if it complies with all of the conditions listed below; provided, simultaneous application may not be made of related conditions such as those concerning lesser capital amount or profitability in Article 5, Article 6, or Article 6-1 of this Corporation's Criteria for the Review of Securities Listings:
1. Capitalization: the paid-in capital on the pro forma financial statement for the most recent period at the time of application complies with the provisions of Article 4, Paragraph 1, Subparagraph 2 of this Corporation's Criteria for the Review of Securities Listings.
2. Profitability: complies with the provisions of Article 4, Paragraph 1, Subparagraph 3 of this Corporation's Criteria for the Review of Securities Listings, according to the pro-forma financial statement.
3. No circumstance in Article 9, Paragraph 1, Subparagraphs 1, 4, 5, 8, 10, 12, or 14 of this Corporation's Criteria for the Review of Securities Listings applies.
4. The pro forma financial statements for the most recent fiscal year shall be audited and certified by a CPA approved by the Competent Authority to perform financial certification for public companies, and an audit report containing an unqualified opinion issued.
5. Centralized custody of shares and pre-listing public sale shall be carried out pursuant to Article 10 or Article 10-1, and Article 11, of this Corporation's Criteria for the Review of Securities Listings.
If in a split referred to in the preceding paragraph the split company does not carry out capital reduction or carries out only a partial reduction, the newly formed assignee company of the split, when applying to this Corporation for listing, shall comply with all of the below-listed conditions, in addition to complying with the requirements of the preceding paragraph:
1. Incorporation period: the time of incorporation of the split department, as shown in the financial data of the split company, shall comply with Article 4, Paragraph 1, Subparagraph 1 of this Corporation's Criteria for Review of Securities Listings.
2. Shareholding dispersion: shall comply with Article 4, Paragraph 1, Subparagraph 4 of this Corporation's Criteria for Review of Securities Listings.
3. There shall exist none of the circumstances set forth in Articles 18 or 19 of the Criteria for Review of Securities Listings under which listing is undesirable.
If the assignee company of a split is an existing company and the operating revenue or operating income of a single listed company of which it is the assignee accounts for 50 percent or more of the total operating revenue or operating income on its pro forma consolidated financial statements, and accounts for 10 percent or more of the overall operating revenue or discernible assets of the split company, it shall comply with all the subparagraphs of Paragraphs 4 and 5, but its pro forma financial statements shall be prepared as consolidated statements with those of the single or multiple independently operating departments of the listed company of which it is the assignee.
If more than one listed company splits and makes an assignment to a single assignee on the same record date, the calculation of the incorporation period under Paragraph 5 or 6 shall be based upon the listed company that assigned the business of which the operating revenue or operating income accounts for 50 percent or more of the total operating revenue of the assignee company and accounts for 10 percent or more of the overall operating revenue or discernible assets of such listed company. If more than one independently operating department was split, that with the longer period of incorporation may be selected as the basis for calculation.
In a split referred to in Paragraphs 4, 5, or 6, where the period of listing, or combined period of listing and OTC-listing, of the securities of the split listed company is no less than three years and the assignee company of the split submits an application accompanied by the relevant documents to this Corporation in accordance with prescribed procedures within one year of the day of completion of amendment registration of the split, all of the below-listed provisions shall be complied with:
1. A newly formed assignee company of a split according to Paragraph 4 whose listing application has passed review for completeness of the submitted application documents and passed review by the management department for compliance with regulations may apply to the Competent Authority for approval and announcement of listing.
2. For a newly formed assignee company of a split according to Paragraph 5, the listing application shall be handled in accordance with the preceding subparagraph, and shall additionally be submitted to this Corporation's board of directors for ratification.
3. For an existing assignee company of a split according to Paragraph 6, the listing application shall be handled in accordance with the preceding subparagraph, and shall additionally be submitted for deliberation by this Corporation's Securities Listings Review Committee.
4. Where a listing application under any of the preceding subparagraphs is rejected on the grounds of non-conformance with requirements, the applicant company may, within 20 days from the date of this Corporation's rejection notice, submit its reasons for requesting reconsideration along with relevant materials to this Corporation for reconsideration; provided, the applicant company's reasons for requesting reconsideration shall be limited to whether the grounds for the original rejection decision were erroneous. This Corporation shall examine such requests as follows:
(1) For a request for reconsideration of a listing application under subparagraph 1, the managing department shall examine whether the grounds for the original rejection were erroneous and whether any other conditions have subsequently arisen rendering the applicant unsuitable for listing.
(2) For a request for reconsideration of a listing application under subparagraph 2, the managing department shall conduct the examination and draft an opinion, and then submit it to a Review Meeting chaired by the president of the Stock Exchange for deliberation.
(3) For a request for reconsideration of a listing application under subparagraph 3, the managing department shall express a specific opinion and then resubmit the application for review by the Listing Review Committee. If an assignee company of a split referred to in the preceding paragraph is unable to apply to this Corporation for listing in accordance with prescribed procedures, annexing relevant documents, within one year of the day of completion of amendment registration of the split, it may separately do so in compliance with the relevant provisions of this Corporation's Criteria for Review of Securities Listings, but the provisions of Paragraph 5, Subparagraph 1, Paragraph 6, or Paragraph 7 may respectively be applied mutatis mutandis to the calculation of the incorporation period thereof.
Within two years of the date of listed (or OTC) trading of securities of an assignee company of a split of a listed company pursuant to Paragraphs 4, 5, or 6 herein, or to Article 16-3 of the ROC Over-the-Counter Securities Exchange Rules Governing Securities Trading on Over-the-Counter Markets, any further assignee company of a split of such listed company may not apply for listing of its securities pursuant to this article.
An OTC company that carries out a split, and whose assignee company of the split complies with the provisions of Paragraph 4, 5, or 6, may apply for listing through the application, mutatis mutandis, of Paragraph 8 or 10.
If a listed company, after carrying out a split, wishes to apply for termination of listed trading of its securities, or such company is extinguished due to the split of its entire operations or assets, this Corporation shall terminate the listing of its listed securities after applying and obtaining approval from the Competent Authority pursuant to Article 144 of the Securities and Exchange Act.
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Article 59-1
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Where a listed company suspends trading of its listed securities under the provisions of Article 50, the fluctuation limit of such securities on the first day of resumed trading shall be determined with reference to the closing price of the final trading day prior to the suspension of trading.
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Article 59-1
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Where a listed company suspends trading of its listed securities under the provisions of Article 50 or for issuance of new share certificates due to a company split, the fluctuation limit of such securities on the first day of resumed trading shall be determined with reference to the closing price of the final trading day prior to the suspension of trading.
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Article 67-1
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Where a listed company reduces its capital in accordance with the law for purposes of covering accumulated losses or improving its financial structure, the daily fluctuation limit of its stock for the date on which the stock begins to list after the capital reduction shall be based on the closing price of the final trading day prior to the capital decrease divided by the ratio between the amount of its capital after the reduction compared with the original capital.
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Article 67-1
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Where a listed company carries out procedures for capital reduction and issuance of new share certificates, the daily fluctuation limit of its stock for the date on which the stock begins to list after the capital reduction shall be calculated based on the closing price of the final trading day prior to the issuance of the new share certificates divided by the ratio between the amount of its capital after the reduction compared with the original capital. Provided, that where the company, because it is carrying out a company split, has filed to carry out the procedures for the split and capital reduction and issuance of new securities certificates as a consolidated case, the daily fluctuation limit of its stock for the date on which the stock begins to list after the capital reduction shall be calculated based on the closing price of the final trading day prior to the issuance of the new share certificates.
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