|
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 Act, 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 Act 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 Act, the meeting is held within the approved time period, the above shall not be applicable.
3. The attesting CPA issues a qualified audit report for the semi-annual or annual financial reports publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act, or for the consolidated financial report for an investment holding company or financial holding company, because there were restrictions on the scope of the audit, or because the accountant deems there to be anything improper in the choices of accounting policies by the management or in the disclosure of the financial statement; however, this restriction shall not apply to a semi-annual financial report where the CPA has issued the qualified audit report for the reason that an amount of long-term equity investment and profit/loss thereupon is calculated on the basis of statements of the invested company that have not been attested by a CPA, and the attesting CPA fully discloses in the audit report the reasons for the qualified opinion and the monetary amounts of any accounting items that may be affected thereby, and
no material irregularities are present.
4.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 Act.
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. Failure to abide by an undertaking to purchase the shares of minority shareholders of a listed (or OTC) 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 Act 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 Act 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 CPA 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 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 Act, 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 Act 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 Act, the meeting is held within the approved time period, the above shall not be applicable.
3. The attesting CPA issues a qualified audit report for the semi-annual or annual financial reports publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act, or for the consolidated financial report for an investment holding company or financial holding company, because there were restrictions on the scope of the audit, or because the accountant deems there to be anything improper in the choices of accounting policies by the management or in the disclosure of the financial statement; however, this restriction shall not apply to a semi-annual financial report where the CPA has issued the qualified audit report for the reason that an amount of long-term equity investment and profit/loss thereupon is calculated on the basis of statements of the invested company that have not been attested by a CPA, and the attesting CPA fully discloses in the audit report the reasons for the qualified opinion and the monetary amounts of any accounting items that may be affected thereby, and
no material irregularities are present.
4.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 Act.
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. Failure to abide by an undertaking to purchase the shares of minority shareholders of a listed (or OTC) 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 Act 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 Act 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 CPA 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 49-1
|
Where a foreign issuer breaches an undertaking executed at the time of its application for listing, this Corporation may depending on the case impose a breach penalty of NT$30,000 and order it to make supplementation or corrections within a certain period of time.
If a foreign issuer fails to make supplementation or corrections within the period of time under the preceding paragraph, this Corporation may place its listed securities under the altered-trading-method category.
|
|
Article 49-1
|
Where a foreign issuer breaches an undertaking executed at the time of its application for listing, this Corporation may depending on the case impose a breach penalty of NT$30,000 and order it to make supplementation or corrections within a certain period of time.
If a foreign issuer fails to make supplementation or corrections within the period of time under the preceding paragraph, this Corporation may place its listed securities under the altered-trading-method category.
|
|
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 Act 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 Act exists, and a court has prohibited the transfer of its shares pursuant to Subparagraph 5 of Paragraph 1 of Article 287 of the Company Act.
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 Act was not produced pursuant to relevant laws and regulations and generally accepted accounting principles, such violations were serious and corrections or rewrites were not made within the specified time period; or the CPA auditing the publicly announced and registered semi-annual or annual financial statement issues a disclaimer of opinion or an adverse 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 Act, 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 Act report to and obtain the permission of the Competent Authority to resume trading in the securities:
1. Where the suspension of trading was ordered pursuant to Subparagraph 1 of the preceding Paragraph, and a 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 Act.
3. Where the suspension of trading was ordered pursuant to Subparagraph 3 of the preceding Paragraph, and corrections have been made in accordance with regulations or explanations have in fact been provided upon the request of 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 CPA, the original condition causing the disclaimer of opinion or adverse opinion no longer exists, or a qualified 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.
|
|
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 Act 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 Act exists, and a court has prohibited the transfer of its shares pursuant to Subparagraph 5 of Paragraph 1 of Article 287 of the Company Act.
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 Act was not produced pursuant to relevant laws and regulations and generally accepted accounting principles, such violations were serious and corrections or rewrites were not made within the specified time period; or the CPA auditing the publicly announced and registered semi-annual or annual financial statement issues a disclaimer of opinion or an adverse 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 Act, 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 Act report to and obtain the permission of the Competent Authority to resume trading in the securities:
1. Where the suspension of trading was ordered pursuant to Subparagraph 1 of the preceding Paragraph, and a 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 Act.
3. Where the suspension of trading was ordered pursuant to Subparagraph 3 of the preceding Paragraph, and corrections have been made in accordance with regulations or explanations have in fact been provided upon the request of 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 CPA, the original condition causing the disclaimer of opinion or adverse opinion no longer exists, or a qualified 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.
|
|
Article 50-1
|
Where any listed company satisfies any of the following conditions, this Corporation shall, in accordance with Article 144 of the Securities and Exchange Act, report to and obtain the approval of the Competent Authority to de-list such securities:
1. Any conditions specified in Article 9, Article 10, Article 11, Paragraph 2 of Article 17, Subparagraphs 1 through 7 of Paragraph 1 of Article 315, or Article 397 of the Company Act or Article 21 or Article 54 of the Financial Holding Company and a relevant competent authority has revoked its company license, ordered its dissolution, or voided its approval.
2. Any conditions specified in Article 251 or Article 271 of the Company Act or the relevant authority has revoked its approval for other reasons.
3. Confirmation of bankruptcy by any court.
4. Confirmation of reorganization by any court, or denial of reorganization motion issued in accordance with Subparagraph 2 of Paragraph 3 of Article 285-1 of the Company Act.
5. The scope of the business of the company has changed substantially, and this Corporation believes that it is no longer appropriate for listing.
6. The total amount of its listed preferred shares is less than 200 million New Taiwan Dollars.
7. The trading of its securities has been suspended pursuant to any subparagraph of Paragraph 1 of the preceding Article, and after six months, conditions described in any subparagraph of Paragraph 1 of the preceding Article still exists; or, where trading of the securities is resumed after having been suspended pursuant to Subparagraph 2 of Paragraph 1 of the preceding article for less than six months, and, within six months from the resumption of trading, trading is again suspended pursuant to Subparagraph 2 of Paragraph 1 of the preceding article, and the aggregate period of suspension of trading exceeds six months.
8. Record of refusal of financial institutions to transact with the company or of the circumstances referred to in Subparagraph 9 of Paragraph 1 of the preceding Article where the company has failed to carry out remedial procedures as set forth in Subparagraph 9 of Paragraph 2 of Article 49 and submit relevant evidentiary documentation within six months of the trading day next following the date of suspension of trading. However, if the negotiable instrument is retrieved by means of a settlement, an application may be filed with this Corporation for re-calculation of the duration of the period of suspension of trading as from a date approved by this Corporation. Such application shall be accompanied by the settlement document, a photocopy of the negotiable instrument, and other relevant materials. Only one such extension may be granted.
9. The latest financial report publicly announced and registered in accordance with Article 36 of the Securities and Exchange Act or the consolidated financial report of an investment holding company or financial holding company shows a negative net worth.
10. The business of the company has completely stopped and cannot commence quickly, or there is no business revenue; provided such provisions shall not be applicable to a company, listed in accordance with Article 6-1 of Criteria for Review of Securities Listings, which has no business income during the period of construction under the concession contract.
11. Any conditions specified in Article 156 of the Securities and Exchange Act exists and the Competent Authority has ordered the suspension of trading of all of its securities for at least three months.
12. Upon merger with another company, and the resultant combination does not satisfy the continual listing requirements of Article 51.
13. Material breach of the Agreement for Listing.
14. Final confirmation by a judicial authority that the listed company satisfies any of the following:
i. The financial reports, accounting books, etc. provided by the company during the application for listing contain false and concealed items, and upon discounting for such false and concealed items, its profitability does not conform to the listing requirements; provided, the above shall not be applicable if five years have passed between the listing date and the date of confirmation by a judicial authority.
ii. Satisfies the proviso of the preceding sub-item, and the false and concealed items still exists at the time of the final confirmation of judgment, and upon discounting for such false and concealed items, its current revenue generating ability does not conform to the listing requirements.
15. Over 70 percent of its total issued shares or total capital is held by another listed (or OTC) company.
16. Circumstances set forth in Paragraph 1, Subparagraph 12 of the preceding article and inability to achieve compliance with Paragraph 2, Subparagraph 12 of the same article within six months from the trading day next following the suspension of trading.
17. Other events requiring de-listing.
Where de-listing of a listed company's listed securities has been publicly announced by this Corporation for reason of circumstances specified in Subparagraphs 7 or 8 of the Preceding Paragraph but the de-listing has not yet been implemented, this Corporation may waive the de-listing, following approval by the Competent Authority, where all of the following conditions are met and no circumstances specified in any other Subparagraphs of the preceding paragraph exist, and where the application for such waiver, accompanied by relevant facts and evidence, has been submitted to this Corporation at least eight trading days prior to the implementation date:
1. Where, after public announcement of de-listing for reasons in Subparagraph 7 of the Preceding Paragraph, regular financial reports that had not been submitted on time are submitted, or relevant financial reports are corrected or rewritten in compliance with regulations.
2. Where, after public announcement of de-listing for reasons in Subparagraph 8 above, the record of refusal of transaction by a financial institution or the dishonor of a negotiable instrument because of insufficient funds on deposit has been resolved by carrying out remedial procedures as set forth in Subparagraph 9 of Paragraph 2 of Article 49 and submitting relevant evidentiary documentation.
A listed company that makes full supplementations or corrections before the implementation date after its listed securities have been publicly announced for de-listing shall be eligible for a waiver of implementation of de-listing only if such listed company has never previously been granted a waiver of de-listing based on the same reasons.
A listed company applying for de-listing of its securities in accordance with Article 145 of the Securities and Exchange Act shall process the application in accordance with "Procedures for Handling Applications for De-Listing by Listed Companies."
Where a listed company de-lists in accordance with Paragraph 1, Subparagraph 15 herein, or terminates OTC trading of its securities in accordance with Article 12-2, paragraph 1, subparagraph 17 of the GreTai Securities Market Rules Governing Securities Trading on Over-the-Counter Markets, the listed parent company shall undertake to unconditionally purchase the remaining outstanding shares of the listed (or OTC) subsidiary to de-list.
|
|
Article 50-1
|
Where any listed company satisfies any of the following conditions, this Corporation shall, in accordance with Article 144 of the Securities and Exchange Act, report to and obtain the approval of the Competent Authority to de-list such securities:
1. Any conditions specified in Article 9, Article 10, Article 11, Paragraph 2 of Article 17, Subparagraphs 1 through 7 of Paragraph 1 of Article 315, or Article 397 of the Company Act or Article 21 or Article 54 of the Financial Holding Company and a relevant competent authority has revoked its company license, ordered its dissolution, or voided its approval.
2. Any conditions specified in Article 251 or Article 271 of the Company Act or the relevant authority has revoked its approval for other reasons.
3. Confirmation of bankruptcy by any court.
4. Confirmation of reorganization by any court, or denial of reorganization motion issued in accordance with Subparagraph 2 of Paragraph 3 of Article 285-1 of the Company Act.
5. The scope of the business of the company has changed substantially, and this Corporation believes that it is no longer appropriate for listing.
6. The total amount of its listed preferred shares is less than 200 million New Taiwan Dollars.
7. The trading of its securities has been suspended pursuant to any subparagraph of Paragraph 1 of the preceding Article, and after six months, conditions described in any subparagraph of Paragraph 1 of the preceding Article still exists; or, where trading of the securities is resumed after having been suspended pursuant to Subparagraph 2 of Paragraph 1 of the preceding article for less than six months, and, within six months from the resumption of trading, trading is again suspended pursuant to Subparagraph 2 of Paragraph 1 of the preceding article, and the aggregate period of suspension of trading exceeds six months.
8. Record of refusal of financial institutions to transact with the company or of the circumstances referred to in Subparagraph 9 of Paragraph 1 of the preceding Article where the company has failed to carry out remedial procedures as set forth in Subparagraph 9 of Paragraph 2 of Article 49 and submit relevant evidentiary documentation within six months of the trading day next following the date of suspension of trading. However, if the negotiable instrument is retrieved by means of a settlement, an application may be filed with this Corporation for re-calculation of the duration of the period of suspension of trading as from a date approved by this Corporation. Such application shall be accompanied by the settlement document, a photocopy of the negotiable instrument, and other relevant materials. Only one such extension may be granted.
9. The latest financial report publicly announced and registered in accordance with Article 36 of the Securities and Exchange Act or the consolidated financial report of an investment holding company or financial holding company shows a negative net worth.
10. The business of the company has completely stopped and cannot commence quickly, or there is no business revenue; provided such provisions shall not be applicable to a company, listed in accordance with Article 6-1 of Criteria for Review of Securities Listings, which has no business income during the period of construction under the concession contract.
11. Any conditions specified in Article 156 of the Securities and Exchange Act exists and the Competent Authority has ordered the suspension of trading of all of its securities for at least three months.
12. Upon merger with another company, and the resultant combination does not satisfy the continual listing requirements of Article 51.
13. Material breach of the Agreement for Listing.
14. Final confirmation by a judicial authority that the listed company satisfies any of the following:
i. The financial reports, accounting books, etc. provided by the company during the application for listing contain false and concealed items, and upon discounting for such false and concealed items, its profitability does not conform to the listing requirements; provided, the above shall not be applicable if five years have passed between the listing date and the date of confirmation by a judicial authority.
ii. Satisfies the proviso of the preceding sub-item, and the false and concealed items still exists at the time of the final confirmation of judgment, and upon discounting for such false and concealed items, its current revenue generating ability does not conform to the listing requirements.
15. Over 70 percent of its total issued shares or total capital is held by another listed (or OTC) company.
16. Circumstances set forth in Paragraph 1, Subparagraph 12 of the preceding article and inability to achieve compliance with Paragraph 2, Subparagraph 12 of the same article within six months from the trading day next following the suspension of trading.
17. Other events requiring de-listing.
Where de-listing of a listed company's listed securities has been publicly announced by this Corporation for reason of circumstances specified in Subparagraphs 7 or 8 of the Preceding Paragraph but the de-listing has not yet been implemented, this Corporation may waive the de-listing, following approval by the Competent Authority, where all of the following conditions are met and no circumstances specified in any other Subparagraphs of the preceding paragraph exist, and where the application for such waiver, accompanied by relevant facts and evidence, has been submitted to this Corporation at least eight trading days prior to the implementation date:
1. Where, after public announcement of de-listing for reasons in Subparagraph 7 of the Preceding Paragraph, regular financial reports that had not been submitted on time are submitted, or relevant financial reports are corrected or rewritten in compliance with regulations.
2. Where, after public announcement of de-listing for reasons in Subparagraph 8 above, the record of refusal of transaction by a financial institution or the dishonor of a negotiable instrument because of insufficient funds on deposit has been resolved by carrying out remedial procedures as set forth in Subparagraph 9 of Paragraph 2 of Article 49 and submitting relevant evidentiary documentation.
A listed company that makes full supplementations or corrections before the implementation date after its listed securities have been publicly announced for de-listing shall be eligible for a waiver of implementation of de-listing only if such listed company has never previously been granted a waiver of de-listing based on the same reasons.
A listed company applying for de-listing of its securities in accordance with Article 145 of the Securities and Exchange Act shall process the application in accordance with "Procedures for Handling Applications for De-Listing by Listed Companies."
Where a listed company de-lists in accordance with Paragraph 1, Subparagraph 15 herein, or terminates OTC trading of its securities in accordance with Article 12-2, paragraph 1, subparagraph 17 of the GreTai Securities Market Rules Governing Securities Trading on Over-the-Counter Markets, the listed parent company shall undertake to unconditionally purchase the remaining outstanding shares of the listed (or OTC) subsidiary to de-list.
|
|
Article 50-2
|
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.
|
|
Article 50-2
|
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.
|
|
Article 50-3
|
Where any listed foreign stock, Taiwan Depositary Receipt, or foreign bond satisfies any of the following conditions, this Corporation may report to and obtain the approval of the Competent Authority to terminate its listing:
1. The foreign stock or the underlying foreign securities represented by the Taiwan Depositary Receipt has suspended trading or is de-listed in its home exchange.
2. The foreign stock, the underlying foreign securities represented by the Taiwan Depositary Receipt, or the foreign bond has been adjudicated by a court of its home jurisdiction to be non-transferable.
3. The foreign issuer, depositary institution, or agent of the foreign issuer violates governmental laws and regulations or the regulations and publicly announced rules of this Corporation, or refuses to pay the listing fee, or refuses to fulfill the obligations contained in the Agreement for Listing.
4. Any circumstance that in the opinion of this Corporation is sufficient to affect market order or the rights of investors such that it is necessary to de-list foreign securities, Taiwan Depositary Receipts or foreign bonds.
If due to the expiration of the issuing period, or if in accordance with the provisions of Article 145 of the Securities and Exchange Act the foreign issuer and its depositary institution, or the agent of the foreign issuer applies for the de-listing of foreign securities, Taiwan Depositary Receipts or foreign bonds, such application shall be made to this Corporation for inclusion of its opinion, and then reported to and approved by the Competent Authority before the de-listing becomes effective.
|
|
Article 50-3
|
Where any listed foreign stock, Taiwan Depositary Receipt, or foreign bond satisfies any of the following conditions, this Corporation may report to and obtain the approval of the Competent Authority to terminate its listing:
1. The foreign stock or the underlying foreign securities represented by the Taiwan Depositary Receipt has suspended trading or is de-listed in its home exchange.
2. The foreign stock, the underlying foreign securities represented by the Taiwan Depositary Receipt, or the foreign bond has been adjudicated by a court of its home jurisdiction to be non-transferable.
3. The foreign issuer, depositary institution, or agent of the foreign issuer violates governmental laws and regulations or the regulations and publicly announced rules of this Corporation, or refuses to pay the listing fee, or refuses to fulfill the obligations contained in the Agreement for Listing.
4. Any circumstance that in the opinion of this Corporation is sufficient to affect market order or the rights of investors such that it is necessary to de-list foreign securities, Taiwan Depositary Receipts or foreign bonds.
If due to the expiration of the issuing period, or if in accordance with the provisions of Article 145 of the Securities and Exchange Act the foreign issuer and its depositary institution, or the agent of the foreign issuer applies for the de-listing of foreign securities, Taiwan Depositary Receipts or foreign bonds, such application shall be made to this Corporation for inclusion of its opinion, and then reported to and approved by the Competent Authority before the de-listing becomes effective.
|
|
Article 50-4
|
Where the underlying securities represented by listed call (put) warrants undergoes change in the method of trading, suspends listing, or de-lists, this Corporation may change its trading method and report to the competent authority in charge for recordation within one month, or report to and obtain approval of the Competent Authority for suspension of listing, or de-listing.
Where any issuer of call (put) warrants satisfies any conditions of Article 50 or Article 50-1, this Corporation shall report to and obtain approval of the Competent Authority for suspension of listing, or de-listing.
|
|
Article 50-4
|
Where the underlying securities represented by listed call (put) warrants undergoes change in the method of trading, suspends listing, or de-lists, this Corporation may change its trading method and report to the competent authority in charge for recordation within one month, or report to and obtain approval of the Competent Authority for suspension of listing, or de-listing.
Where any issuer of call (put) warrants satisfies any conditions of Article 50 or Article 50-1, this Corporation shall report to and obtain approval of the Competent Authority for suspension of listing, or de-listing.
|
|
Article 50-5
|
Once the rights to exercise the warrants attached to a listed company's listed corporate bonds with warrants or preferred shares with warrants have expired or have been completely exercised, this Corporation may publicly announce the de-listing of such bonds or preferred shares for which the warrants have become void. An issuer that wishes to continue the trading on the centralized securities exchange market of such corporate bonds or preferred shares for which the warrants have become void shall reapply for listing. However, if the rights and obligations of the remaining preferred shares for which the warrant rights have become void are the same as those of other preferred shares of the issuer already listed and traded on the exchange, such remaining preferred shares may be listed together with such other preferred shares with no need to reapply for listing.
|
|
Article 50-5
|
Once the rights to exercise the warrants attached to a listed company's listed corporate bonds with warrants or preferred shares with warrants have expired or have been completely exercised, this Corporation may publicly announce the de-listing of such bonds or preferred shares for which the warrants have become void. An issuer that wishes to continue the trading on the centralized securities exchange market of such corporate bonds or preferred shares for which the warrants have become void shall reapply for listing. However, if the rights and obligations of the remaining preferred shares for which the warrant rights have become void are the same as those of other preferred shares of the issuer already listed and traded on the exchange, such remaining preferred shares may be listed together with such other preferred shares with no need to reapply for listing.
|
|
Article 50-6
|
This Corporation may publicly announce the de-listing of listed beneficiary securities or asset-backed securities upon the maturity thereof.
Where any of the following events occurs with respect to the trustee institution or special purpose company, this Corporation may report to the Competent Authority for approval to suspend trading of its beneficiary securities or asset-backed securities:
1. Failure to produce, and report and publicly announce, relevant forms, statements, or account books in accordance with Articles 36, 91, and 92 of the Financial Assets Securitization Act.
2. An event of resignation or dismissal of the trustee institution as set forth in Article 47 of the Financial Assets Securitization Act.
3. Any other cause that in the opinion of this Corporation necessitates the suspension of trading.
If trading of beneficiary securities or asset-backed securities is suspended due to any event enumerated in the preceding Paragraph, [the trustee institution or special purpose company] 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 trustee institution or special purpose company, this Corporation may de-list its beneficiary securities or asset based securities after obtaining approval of the Competent Authority:
1. The special purpose trust deed is terminated or the date of expiry of the special purpose company is reached.
2. The trustee institution or special purpose company is sanctioned by the competent authority for the target industry under Article 106 of the Financial Assets Securitization Act.
3. The special purpose company shall be dissolved because of any of the events set forth in Article 96 of the Financial Assets Securitization Act.
4. Trading is suspended under paragraph 2 of this Article, and corrections have not been made after six months.
5. Any other cause that in the opinion of this Corporation necessitates de-listing.
|
|
Article 50-6
|
This Corporation may publicly announce the de-listing of listed beneficiary securities or asset-backed securities upon the maturity thereof.
Where any of the following events occurs with respect to the trustee institution or special purpose company, this Corporation may report to the Competent Authority for approval to suspend trading of its beneficiary securities or asset-backed securities:
1. Failure to produce, and report and publicly announce, relevant forms, statements, or account books in accordance with Articles 36, 91, and 92 of the Financial Assets Securitization Act.
2. An event of resignation or dismissal of the trustee institution as set forth in Article 47 of the Financial Assets Securitization Act.
3. Any other cause that in the opinion of this Corporation necessitates the suspension of trading.
If trading of beneficiary securities or asset-backed securities is suspended due to any event enumerated in the preceding Paragraph, [the trustee institution or special purpose company] 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 trustee institution or special purpose company, this Corporation may de-list its beneficiary securities or asset based securities after obtaining approval of the Competent Authority:
1. The special purpose trust deed is terminated or the date of expiry of the special purpose company is reached.
2. The trustee institution or special purpose company is sanctioned by the competent authority for the target industry under Article 106 of the Financial Assets Securitization Act.
3. The special purpose company shall be dissolved because of any of the events set forth in Article 96 of the Financial Assets Securitization Act.
4. Trading is suspended under paragraph 2 of this Article, and corrections have not been made after six months.
5. Any other cause that in the opinion of this Corporation necessitates de-listing.
|
|
Article 50-7
|
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.
|
|
Article 50-7
|
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.
|
|
Article 51
|
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; provided, the said provision shall not apply where the net worth per share of the surviving company, both in the most recent financial year and on the most recent pro-forma financial report, is higher than the net worth per share of the original listed company. Where the above proviso is satisfied, if the listed company or the merged unlisted (non-OTC) company, from the date next following the date of the balance sheet in the most recent financial report to the date the application is filed with this Corporation, undergoes any material change in capital affecting the net worth per share, such as a capital increase or reduction or distribution of dividends, the net worth per share of the surviving company shall be higher than the net
worth per share of the original listed company, and the attesting CPA shall submit a review opinion following the imputed adjustment.
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. Where 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 submit the following documents for reference. Provided, that subparagraphs 1 and 2 and paragraph 4 shall not apply where the foreign company complies with Article 27, paragraph 1, subparagraphs 2 and 4 of this Corporation's Criteria for Review of Securities Listings:
(1) documentation of foreign investment approval by the Ministry of Economic Affairs Investment Commission.
(2) financial report for the unlisted or non-OTC company being merged, and an audit report with an unqualified opinion issued by the attesting CPA.
(3) an opinion by a Taiwan CPA regarding the differences in accounting principles applied in the Republic of China (Taiwan) and in the foreign company's home country and the resultant effects on the financial report.
(4) a written 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, issued by a CPA other than the original attesting CPA who is approved by the Competent Authority to perform financial attestation for public companies.
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 additional common shares (including those publicly offered and issued or privately placed) or overseas depositary receipts issued 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 common shares publicly offered and issued 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 common shares publicly offered and issued 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 be 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 privately placed common shares due to the merger shall issue a written undertaking not to transfer the shares within a certain period. The written undertaking shall furthermore state: “The Taiwan Stock Exchange Corporation may from time to time send personnel to carry out spot checks to ascertain whether I have faithfully abided by my undertaking not to transfer the common shares I have obtained through private placement due to the merger. After expiration of the period in which I have undertaken restricted transfer, for those shares I obtained due to the merger that are still classified as privately placed common shares, I shall continue to abide by the restrictions on transfer under Article 43-8 of the Securities and Exchange Act.” If public issuance procedures for the shares are subsequently duly carried out during the restricted transfer period, the shareholder shall place its shareholding in centralized custody and withdraw it in periodic installments in accordance with
regulations. The total ratio of privately placed common shares subject to restriction of transfer and the period of the restriction shall accord with the provisions of the preceding subparagraph.
3. 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 common shares (including those publicly offered and issued or privately placed) or overseas depositary receipts 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.
|
|
Article 51
|
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; provided, the said provision shall not apply where the net worth per share of the surviving company, both in the most recent financial year and on the most recent pro-forma financial report, is higher than the net worth per share of the original listed company. Where the above proviso is satisfied, if the listed company or the merged unlisted (non-OTC) company, from the date next following the date of the balance sheet in the most recent financial report to the date the application is filed with this Corporation, undergoes any material change in capital affecting the net worth per share, such as a capital increase or reduction or distribution of dividends, the net worth per share of the surviving company shall be higher than the net
worth per share of the original listed company, and the attesting CPA shall submit a review opinion following the imputed adjustment.
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. Where 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 submit the following documents for reference. Provided, that subparagraphs 1 and 2 and paragraph 4 shall not apply where the foreign company complies with Article 27, paragraph 1, subparagraphs 2 and 4 of this Corporation's Criteria for Review of Securities Listings:
(1) documentation of foreign investment approval by the Ministry of Economic Affairs Investment Commission.
(2) financial report for the unlisted or non-OTC company being merged, and an audit report with an unqualified opinion issued by the attesting CPA.
(3) an opinion by a Taiwan CPA regarding the differences in accounting principles applied in the Republic of China (Taiwan) and in the foreign company's home country and the resultant effects on the financial report.
(4) a written 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, issued by a CPA other than the original attesting CPA who is approved by the Competent Authority to perform financial attestation for public companies.
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 additional common shares (including those publicly offered and issued or privately placed) or overseas depositary receipts issued 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 common shares publicly offered and issued 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 common shares publicly offered and issued 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 be 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 privately placed common shares due to the merger shall issue a written undertaking not to transfer the shares within a certain period. The written undertaking shall furthermore state: “The Taiwan Stock Exchange Corporation may from time to time send personnel to carry out spot checks to ascertain whether I have faithfully abided by my undertaking not to transfer the common shares I have obtained through private placement due to the merger. After expiration of the period in which I have undertaken restricted transfer, for those shares I obtained due to the merger that are still classified as privately placed common shares, I shall continue to abide by the restrictions on transfer under Article 43-8 of the Securities and Exchange Act.” If public issuance procedures for the shares are subsequently duly carried out during the restricted transfer period, the shareholder shall place its shareholding in centralized custody and withdraw it in periodic installments in accordance with
regulations. The total ratio of privately placed common shares subject to restriction of transfer and the period of the restriction shall accord with the provisions of the preceding subparagraph.
3. 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 common shares (including those publicly offered and issued or privately placed) or overseas depositary receipts 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.
|
|
Article 51-1
|
Where a single listed company is converted into a financial holding company pursuant to Article 29 of the Financial Holding Company Act, and after this Corporation has reported to and obtained approval from the Competent Authority, the securities of the financial holding company shall be listed for trading from the record date of the share conversion, and the securities of the originally listed company shall be de-listed on the same date.
The provisions of the preceding paragraph shall also apply in cases where multiple listed or OTC companies, at least one of which is a listed company, are converted into a single financial holding company. However, if an unlisted/non-OTC company(ies) are converted together with other listed or OTC companies, such unlisted/non-OTC company(ies) shall conform to the following conditions:
1. It shall be free of any of the circumstances specified in Subparagraphs 1, 4, 5, 8, 10, or 14 of Paragraph 1 of Article 9 of this Corporation's Criteria for Review of Securities Listings.
2. Its most financial report for the most recent fiscal year shall have been audited by a CPA approved by the Competent Authority to audit public companies and have received an unqualified opinion from such CPA.
Where circumstances in Paragraph 1 or Paragraph 2 apply to a listed company(ies), the listed company whose converted shares are anticipated to account for the greatest proportion of the anticipated issued shares of the financial holding company shall carry out with this Corporation the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and, after this Corporation has obtained approval from the Competent Authority, the trading of such company's(ies') original listed securities shall be suspended eight trading days prior to (and non-inclusive of) the record date of the share conversion:
1. An Application for Listing of Shares of a Listed Company Converted into a Financial Holding Company shall be completed and filed, along with all specified attachments, with this Corporation at least fifteen trading days prior to (and non-inclusive of) the record date of the share conversion.
2. A Declaration of Suspension of Share Transfer Registrations shall be completed and filed by (inclusive of) the application date in the preceding subparagraph. This Corporation shall directly make an announcement to the market of suspension of amendments to entries in the shareholder rosters of the listed companies participating in the conversion into a financial holding company.
Where a financial holding company is established by means of assignment of operations by a listed company pursuant to Article 24 of the Financial Holding Company Act and the financial holding company holds 100 percent of the shares of the assigned company, an application for amendments to listed securities, accompanied by relevant documentation, shall be filed with this Corporation pursuant to Article 45; however, the provisions of Subparagraph 5 of Paragraph 1 of Article 50-1 shall not apply to the change in business scope.
Where shares of a single or multiple company(ies) limited by shares are converted into shares of a listed financial holding company pursuant to Article 29 of the Financial Holding Company Act, the financial holding company shall complete the relevant documentation and submit an application to this Corporation according to the procedures in Paragraph 3 hereof. After this Corporation has obtained approval from the Competent Authority, the listed securities shall be de-listed on the record date of the share conversion and the shares of the financial holding company into which they are converted shall be listed on the same day; provided, any unlisted/non-OTC company(ies) limited by shares participating in the share conversion shall conform to the requirements set forth in Subparagraphs 1 and 2 of Paragraph 2
Where circumstances set forth in Paragraphs 1, 2, or 5 apply to a company limited by shares participating in the share conversion and the company was a listed (or OTC) company before conversion, shares that prior to conversion were already duly placed in centralized custody by the company's directors, supervisors, and major shareholders at the time of initial listing (or OTC listing) shall remain in centralized custody after the conversion until the expiry of the custody period. If a converted company was an unlisted/non-OTC company prior to conversion and it is anticipated that the company's converted shares will account for 10 percent or more of the financial holding company's issued shares and shares anticipated to be issued by it, the directors, supervisors, and major shareholders of such unlisted/non-OTC company shall place their shares in the Financial Holding Company in centralized custody pursuant to the relevant provisions of this Corporation's Criteria for Review of Securities Listings. However,
this restriction shall not apply where the circumstances set forth in Paragraph 2 of Article 31 of the Financial Holding Company Act exist as a result of the share conversion.
A financial holding company established after conversion and meeting the requirements of Article 13 of this Corporation's Criteria Governing Information to be Published in Prospectuses for Initial Applications for Securities Listing, or a financial holding company converted from a single listed company or multiple listed or OTC companies, may prepare a simplified prospectus.
|
|
Article 51-1
|
Where a single listed company is converted into a financial holding company pursuant to Article 29 of the Financial Holding Company Act, and after this Corporation has reported to and obtained approval from the Competent Authority, the securities of the financial holding company shall be listed for trading from the record date of the share conversion, and the securities of the originally listed company shall be de-listed on the same date.
The provisions of the preceding paragraph shall also apply in cases where multiple listed or OTC companies, at least one of which is a listed company, are converted into a single financial holding company. However, if an unlisted/non-OTC company(ies) are converted together with other listed or OTC companies, such unlisted/non-OTC company(ies) shall conform to the following conditions:
1. It shall be free of any of the circumstances specified in Subparagraphs 1, 4, 5, 8, 10, or 14 of Paragraph 1 of Article 9 of this Corporation's Criteria for Review of Securities Listings.
2. Its most financial report for the most recent fiscal year shall have been audited by a CPA approved by the Competent Authority to audit public companies and have received an unqualified opinion from such CPA.
Where circumstances in Paragraph 1 or Paragraph 2 apply to a listed company(ies), the listed company whose converted shares are anticipated to account for the greatest proportion of the anticipated issued shares of the financial holding company shall carry out with this Corporation the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and, after this Corporation has obtained approval from the Competent Authority, the trading of such company's(ies') original listed securities shall be suspended eight trading days prior to (and non-inclusive of) the record date of the share conversion:
1. An Application for Listing of Shares of a Listed Company Converted into a Financial Holding Company shall be completed and filed, along with all specified attachments, with this Corporation at least fifteen trading days prior to (and non-inclusive of) the record date of the share conversion.
2. A Declaration of Suspension of Share Transfer Registrations shall be completed and filed by (inclusive of) the application date in the preceding subparagraph. This Corporation shall directly make an announcement to the market of suspension of amendments to entries in the shareholder rosters of the listed companies participating in the conversion into a financial holding company.
Where a financial holding company is established by means of assignment of operations by a listed company pursuant to Article 24 of the Financial Holding Company Act and the financial holding company holds 100 percent of the shares of the assigned company, an application for amendments to listed securities, accompanied by relevant documentation, shall be filed with this Corporation pursuant to Article 45; however, the provisions of Subparagraph 5 of Paragraph 1 of Article 50-1 shall not apply to the change in business scope.
Where shares of a single or multiple company(ies) limited by shares are converted into shares of a listed financial holding company pursuant to Article 29 of the Financial Holding Company Act, the financial holding company shall complete the relevant documentation and submit an application to this Corporation according to the procedures in Paragraph 3 hereof. After this Corporation has obtained approval from the Competent Authority, the listed securities shall be de-listed on the record date of the share conversion and the shares of the financial holding company into which they are converted shall be listed on the same day; provided, any unlisted/non-OTC company(ies) limited by shares participating in the share conversion shall conform to the requirements set forth in Subparagraphs 1 and 2 of Paragraph 2
Where circumstances set forth in Paragraphs 1, 2, or 5 apply to a company limited by shares participating in the share conversion and the company was a listed (or OTC) company before conversion, shares that prior to conversion were already duly placed in centralized custody by the company's directors, supervisors, and major shareholders at the time of initial listing (or OTC listing) shall remain in centralized custody after the conversion until the expiry of the custody period. If a converted company was an unlisted/non-OTC company prior to conversion and it is anticipated that the company's converted shares will account for 10 percent or more of the financial holding company's issued shares and shares anticipated to be issued by it, the directors, supervisors, and major shareholders of such unlisted/non-OTC company shall place their shares in the Financial Holding Company in centralized custody pursuant to the relevant provisions of this Corporation's Criteria for Review of Securities Listings. However,
this restriction shall not apply where the circumstances set forth in Paragraph 2 of Article 31 of the Financial Holding Company Act exist as a result of the share conversion.
A financial holding company established after conversion and meeting the requirements of Article 13 of this Corporation's Criteria Governing Information to be Published in Prospectuses for Initial Applications for Securities Listing, or a financial holding company converted from a single listed company or multiple listed or OTC companies, may prepare a simplified prospectus.
|
|
Article 51-2
|
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.
|
|
Article 51-2
|
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.
|
|
Article 51-3
|
Where a single listed company, pursuant to Article 31 of the Business Mergers and Acquisitions Act, converts its shares to another newly established or already-listed existing company, and becomes a 100 percent held subsidiary of such newly established or already-listed existing company, after this Corporation has reported and obtained approval from the Competent Authority, the securities of the newly established or already-listed existing company shall be listed after completion of applicable listing procedures, and the listing of the securities of the original listed company shall be terminated on the record date of the share conversion.
The provisions of the preceding paragraph shall also apply in cases where a single or multiple company(ies) limited by shares convert shares into a newly established or already-listed existing company; provided that if an unlisted (non-OTC) company(ies) converts shares together therewith, the operating revenue or operating income from said unlisted (non-OTC) company(ies) shall not exceed 50 percent of the total operating revenue or operating income on the pro-forma post-conversion consolidated financial statements of said newly established or already-listed existing company for the most recent fiscal year, and said unlisted (non-OTC) company(ies) limited by shares shall conform to the provisions of all the following subparagraphs:
1. Profitability shall conform to Subparagraph 3 of Paragraph 1 of Article 4 of this Corporation's Criteria for Review of Securities Listings.
2. There shall not exist any circumstance specified in Subparagraphs 1, 4, 5, 8, 10, or 14 of Paragraph 1 of Article 9 of this Corporation's Criteria for Review of Securities Listing.
3. The financial report for the most recent fiscal year shall have been audited by a CPA approved by the Competent Authority to audit public companies and issued an unqualified opinion from such CPA.
If any unlisted (non-OTC) company included in a conversion as set out in the preceding paragraph is a foreign company, the listed company shall submit the following documents for reference. Provided, that subparagraphs 1 and 2 of the preceding paragraph, and paragraph 7, shall not apply where the foreign company complies with Article 27, paragraph 1, subparagraphs 2 and 4 of this Corporation's Criteria for Review of Securities Listings:
(1) documentation of foreign investment approval by the Ministry of Economic Affairs Investment Commission.
(2) the submitted financial report, and an audit report with an unqualified opinion issued by the attesting CPA.
(3) an opinion by a Taiwan CPA regarding the differences in accounting principles applied in the Republic of China (Taiwan) and in the foreign company's home country and the resultant effects on the financial report.
(4) a written 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, issued by a CPA other than the original attesting CPA who is approved by the Competent Authority to perform financial attestation for public companies.
Where an investment holding company is established by means of share conversion in accordance with Paragraph 1 or Paragraph 2, such investment holding company shall comply with the provisions of Subparagraphs 1, 2, 4, 5, 7, 8, and 9 of Paragraph 1 of Article 4 of this Corporation's Criteria for Review of Listing Applications by Investment Holding Companies before it may be listed.
Where circumstances in Paragraph 1 or 2 apply to a company limited by shares, the listed company whose converted shares are anticipated to account for the greatest proportion of the anticipated issued shares of the newly established or already-listed existing company shall carry out with this Corporation the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and, where this Corporation has inspected all the documents submitted by the company for completeness and its Administration Department has examined them and found them in compliance with regulations, after approval has been applied for and obtained from the Competent Authority, the trading of such company's(ies') originally listed securities shall be suspended two trading days prior to (and non-inclusive of) the record date of the share conversion; provided, where shares of a single listed company are converted into a newly established company to form an investment holding
company, the securities of the investment holding company may be listed and traded from the record date of the share conversion, but trading of the originally listed securities shall be suspended beginning eight days before the record date of the share conversion (counting non-inclusively of that date).
1. An Application for Listing of Shares of a Newly Established Company or Listed Company Receiving a Conversion of Shares shall be completed and filed, along with all specified attachments, with this Corporation no later than 15 trading days prior to (and non-inclusive of) the record date of the share conversion.
2. An Application for Suspension of Share Transfers shall be completed and this Corporation shall directly make an announcement to the market of suspension of amendments to entries in the shareholder rosters of the listed company(ies) among the companies participating in the share conversion.
Where pursuant to Article 27 of the Business Merger and Acquisition Act a listed company undergoes general assignment to an investment holding company incorporated under Article 185, Paragraph 1, Subparagraph 2 of the Company Act, and such investment holding company complies with Subparagraphs 1, 2, 4, 5, 7, 8, and 9 of Paragraph 1 of Article 4 of this Corporation's Criteria for Review of Listing Applications by Investment Holding Companies, and it holds 100 percent of the assignee company's shares, it shall apply to this Corporation for amendment of content of listed securities pursuant to Article 45. However, the provisions of Subparagraph 5 of Paragraph 1 of Article 50-1 shall not apply to any change in business scope.
Under the circumstances set forth in Paragraphs 1, 2, or the preceding paragraph, where before the conversion the company is a listed (or OTC-listed) company, those shares already duly placed in centralized custody by directors, supervisors, and major shareholders thereof at the time of initial listing (or OTC listing) shall remain in centralized custody after the conversion until the expiration of the custody period; if before the conversion the company was an unlisted (non-OTC) company, and it is anticipated that the converted shares will account for 10 percent or more of the shares anticipated to be issued by the company that is the assignee of the shares, the directors, supervisors, and major shareholders of such unlisted (non-OTC) company shall still place in centralized custody the shares they hold in the company that is the assignee of the shares pursuant to applicable provisions of this Corporation's Criteria for Review of Securities Listings.
|
|
Article 51-3
|
Where a single listed company, pursuant to Article 31 of the Business Mergers and Acquisitions Act, converts its shares to another newly established or already-listed existing company, and becomes a 100 percent held subsidiary of such newly established or already-listed existing company, after this Corporation has reported and obtained approval from the Competent Authority, the securities of the newly established or already-listed existing company shall be listed after completion of applicable listing procedures, and the listing of the securities of the original listed company shall be terminated on the record date of the share conversion.
The provisions of the preceding paragraph shall also apply in cases where a single or multiple company(ies) limited by shares convert shares into a newly established or already-listed existing company; provided that if an unlisted (non-OTC) company(ies) converts shares together therewith, the operating revenue or operating income from said unlisted (non-OTC) company(ies) shall not exceed 50 percent of the total operating revenue or operating income on the pro-forma post-conversion consolidated financial statements of said newly established or already-listed existing company for the most recent fiscal year, and said unlisted (non-OTC) company(ies) limited by shares shall conform to the provisions of all the following subparagraphs:
1. Profitability shall conform to Subparagraph 3 of Paragraph 1 of Article 4 of this Corporation's Criteria for Review of Securities Listings.
2. There shall not exist any circumstance specified in Subparagraphs 1, 4, 5, 8, 10, or 14 of Paragraph 1 of Article 9 of this Corporation's Criteria for Review of Securities Listing.
3. The financial report for the most recent fiscal year shall have been audited by a CPA approved by the Competent Authority to audit public companies and issued an unqualified opinion from such CPA.
If any unlisted (non-OTC) company included in a conversion as set out in the preceding paragraph is a foreign company, the listed company shall submit the following documents for reference. Provided, that subparagraphs 1 and 2 of the preceding paragraph, and paragraph 7, shall not apply where the foreign company complies with Article 27, paragraph 1, subparagraphs 2 and 4 of this Corporation's Criteria for Review of Securities Listings:
(1) documentation of foreign investment approval by the Ministry of Economic Affairs Investment Commission.
(2) the submitted financial report, and an audit report with an unqualified opinion issued by the attesting CPA.
(3) an opinion by a Taiwan CPA regarding the differences in accounting principles applied in the Republic of China (Taiwan) and in the foreign company's home country and the resultant effects on the financial report.
(4) a written 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, issued by a CPA other than the original attesting CPA who is approved by the Competent Authority to perform financial attestation for public companies.
Where an investment holding company is established by means of share conversion in accordance with Paragraph 1 or Paragraph 2, such investment holding company shall comply with the provisions of Subparagraphs 1, 2, 4, 5, 7, 8, and 9 of Paragraph 1 of Article 4 of this Corporation's Criteria for Review of Listing Applications by Investment Holding Companies before it may be listed.
Where circumstances in Paragraph 1 or 2 apply to a company limited by shares, the listed company whose converted shares are anticipated to account for the greatest proportion of the anticipated issued shares of the newly established or already-listed existing company shall carry out with this Corporation the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and, where this Corporation has inspected all the documents submitted by the company for completeness and its Administration Department has examined them and found them in compliance with regulations, after approval has been applied for and obtained from the Competent Authority, the trading of such company's(ies') originally listed securities shall be suspended two trading days prior to (and non-inclusive of) the record date of the share conversion; provided, where shares of a single listed company are converted into a newly established company to form an investment holding
company, the securities of the investment holding company may be listed and traded from the record date of the share conversion, but trading of the originally listed securities shall be suspended beginning eight days before the record date of the share conversion (counting non-inclusively of that date).
1. An Application for Listing of Shares of a Newly Established Company or Listed Company Receiving a Conversion of Shares shall be completed and filed, along with all specified attachments, with this Corporation no later than 15 trading days prior to (and non-inclusive of) the record date of the share conversion.
2. An Application for Suspension of Share Transfers shall be completed and this Corporation shall directly make an announcement to the market of suspension of amendments to entries in the shareholder rosters of the listed company(ies) among the companies participating in the share conversion.
Where pursuant to Article 27 of the Business Merger and Acquisition Act a listed company undergoes general assignment to an investment holding company incorporated under Article 185, Paragraph 1, Subparagraph 2 of the Company Act, and such investment holding company complies with Subparagraphs 1, 2, 4, 5, 7, 8, and 9 of Paragraph 1 of Article 4 of this Corporation's Criteria for Review of Listing Applications by Investment Holding Companies, and it holds 100 percent of the assignee company's shares, it shall apply to this Corporation for amendment of content of listed securities pursuant to Article 45. However, the provisions of Subparagraph 5 of Paragraph 1 of Article 50-1 shall not apply to any change in business scope.
Under the circumstances set forth in Paragraphs 1, 2, or the preceding paragraph, where before the conversion the company is a listed (or OTC-listed) company, those shares already duly placed in centralized custody by directors, supervisors, and major shareholders thereof at the time of initial listing (or OTC listing) shall remain in centralized custody after the conversion until the expiration of the custody period; if before the conversion the company was an unlisted (non-OTC) company, and it is anticipated that the converted shares will account for 10 percent or more of the shares anticipated to be issued by the company that is the assignee of the shares, the directors, supervisors, and major shareholders of such unlisted (non-OTC) company shall still place in centralized custody the shares they hold in the company that is the assignee of the shares pursuant to applicable provisions of this Corporation's Criteria for Review of Securities Listings.
|
|
Article 58-3
|
The competitive auction for trading orders shall without exception be conducted by call auction. Trade prices shall be determined based on the following principles:
1. Satisfying the maximum trade volume such that buy orders with prices higher than the determined price and sell orders with prices lower than the determined price shall be all satisfied.
2. Where there are buy and sell orders with prices equal to the determined price, at least one side shall be all satisfied.
3. Where two or more prices conform to the principles set forth in the preceding two subparagraphs, the price closest to the most recent traded price in the current session shall be used. If there is not yet any traded price in the current session, the price closest to the auction reference price at market opening of the current session. The closing price of the preceding day is taken as the "auction reference price at market opening of the current session." If there is no closing price for the preceding day, the closing price of the most recent day shall be used; except, if there is no closing price for the preceding day and, for two continuous days, the highest buy order or lowest sell order price has reached the ceiling price or floor price as provided in Article 63, paragraph 2, then such ceiling price or floor price shall be used. If it is an initial listing or the initial day of ex-right or ex-dividend trading, the reference price as set forth in Article 59 or Article 67 shall be used.
The opening price of a security is the price of the first matched trade for the current session. Trading orders entered prior to market opening (i.e. the commencement of trading hours) that are unexecuted shall continue to be matched in the order as originally randomly assigned by the computer. The closing price shall be the price of trades matched upon accumulation of all trading orders over a period of time prior to market closing (i.e. the close of trading hours). Where unexecuted, the closing price shall be the last traded price during the current session.
During the period from the first matched trade of a security during the current session until the period of time prior to market closing, if the execution price as test-calculated prior to each matching fluctuates beyond a certain range from the previous traded price, this Corporation shall immediately postpone matching of that security for a certain period of time, and continue to accept entries, cancellations, and changes of trading orders for that security. Matching will then proceed sequentially at the conclusion of the postponement period. However, this restriction shall not apply to securities for which extended matching intervals have been implemented under rules or regulations of this Corporation, or to securities for which the opening auction reference price is lower than a certain price.
The "period of time," "certain range," and "certain price" in the preceding two paragraphs shall be prescribed by this Corporation and publicly announced for implementation after approval and recordation by the Competent Authority.
In case of continuous auction, the determination of the execution price shall be based on the following principles:
1. Where there are announced buy and sell orders, the price satisfying the maximum volume of trades within the scope of the announced ranges.
2. Where only the buy price is announced, the price satisfying the maximum volume of trades within the range two fluctuation basis points higher than the announced buy price; where only the sell price is announced, the price satisfying the maximum volume of trades within the range two fluctuation basis points lower than the announced sell price.
3. Where the buy and sell prices are not announced, the price satisfying the maximum volume of trades within the range two fluctuation basis points higher or lower than the most recent execution price.
4. Where there are two or more prices that conform to the principles set forth in the preceding three Subparagraphs, the price that shall be used shall be the most recent execution price or the most recent announced price.
Trading orders that were not satisfied via the opening price produced using the call auction process shall remain effective, and shall be randomly assigned a priority by the computer to continue in the continuous auction process. Where the opening price cannot be produced using the call auction process, an opening price produced using the continuous auction process may be used.
|
|
Article 58-3
|
The competitive auction for trading orders shall without exception be conducted by call auction. Trade prices shall be determined based on the following principles:
1. Satisfying the maximum trade volume such that buy orders with prices higher than the determined price and sell orders with prices lower than the determined price shall be all satisfied.
2. Where there are buy and sell orders with prices equal to the determined price, at least one side shall be all satisfied.
3. Where two or more prices conform to the principles set forth in the preceding two subparagraphs, the price closest to the most recent traded price in the current session shall be used. If there is not yet any traded price in the current session, the price closest to the auction reference price at market opening of the current session. The closing price of the preceding day is taken as the "auction reference price at market opening of the current session." If there is no closing price for the preceding day, the closing price of the most recent day shall be used; except, if there is no closing price for the preceding day and, for two continuous days, the highest buy order or lowest sell order price has reached the ceiling price or floor price as provided in Article 63, paragraph 2, then such ceiling price or floor price shall be used. If it is an initial listing or the initial day of ex-right or ex-dividend trading, the reference price as set forth in Article 59 or Article 67 shall be used.
The opening price of a security is the price of the first matched trade for the current session. Trading orders entered prior to market opening (i.e. the commencement of trading hours) that are unexecuted shall continue to be matched in the order as originally randomly assigned by the computer. The closing price shall be the price of trades matched upon accumulation of all trading orders over a period of time prior to market closing (i.e. the close of trading hours). Where unexecuted, the closing price shall be the last traded price during the current session.
During the period from the first matched trade of a security during the current session until the period of time prior to market closing, if the execution price as test-calculated prior to each matching fluctuates beyond a certain range from the previous traded price, this Corporation shall immediately postpone matching of that security for a certain period of time, and continue to accept entries, cancellations, and changes of trading orders for that security. Matching will then proceed sequentially at the conclusion of the postponement period. However, this restriction shall not apply to securities for which extended matching intervals have been implemented under rules or regulations of this Corporation, or to securities for which the opening auction reference price is lower than a certain price.
The "period of time," "certain range," and "certain price" in the preceding two paragraphs shall be prescribed by this Corporation and publicly announced for implementation after approval and recordation by the Competent Authority.
In case of continuous auction, the determination of the execution price shall be based on the following principles:
1. Where there are announced buy and sell orders, the price satisfying the maximum volume of trades within the scope of the announced ranges.
2. Where only the buy price is announced, the price satisfying the maximum volume of trades within the range two fluctuation basis points higher than the announced buy price; where only the sell price is announced, the price satisfying the maximum volume of trades within the range two fluctuation basis points lower than the announced sell price.
3. Where the buy and sell prices are not announced, the price satisfying the maximum volume of trades within the range two fluctuation basis points higher or lower than the most recent execution price.
4. Where there are two or more prices that conform to the principles set forth in the preceding three Subparagraphs, the price that shall be used shall be the most recent execution price or the most recent announced price.
Trading orders that were not satisfied via the opening price produced using the call auction process shall remain effective, and shall be randomly assigned a priority by the computer to continue in the continuous auction process. Where the opening price cannot be produced using the call auction process, an opening price produced using the continuous auction process may be used.
|
|
Article 62
|
The fluctuation unit (tick) of the prices of trading orders shall be determined as follows:
1. Where the market price of a stock is less than ten dollars per share, the fluctuation unit shall be one cent, or five cents if the price is from ten dollars to less than fifty dollars, or ten cents if the price is from fifty dollars to less than one hundred dollars, or fifty cents if the price is from one hundred dollars to less than five hundred dollars, or one dollar if the price is from five hundred dollars to less than one thousand dollars, or five dollars if the price is one thousand dollars or more.
2. The fluctuation unit of government bonds and corporate bonds shall be five cents. The fluctuation unit of convertible bonds shall be five cents if the price is less than one hundred fifty dollars, or one dollar if the price is from one hundred fifty dollars to less than one thousand dollars, or five dollars if the price is more than one thousand dollars.
|
|
Article 62
|
The fluctuation unit (tick) of the prices of trading orders shall be determined as follows:
1. Where the market price of a stock is less than ten dollars per share, the fluctuation unit shall be one cent, or five cents if the price is from ten dollars to less than fifty dollars, or ten cents if the price is from fifty dollars to less than one hundred dollars, or fifty cents if the price is from one hundred dollars to less than five hundred dollars, or one dollar if the price is from five hundred dollars to less than one thousand dollars, or five dollars if the price is one thousand dollars or more.
2. The fluctuation unit of government bonds and corporate bonds shall be five cents. The fluctuation unit of convertible bonds shall be five cents if the price is less than one hundred fifty dollars, or one dollar if the price is from one hundred fifty dollars to less than one thousand dollars, or five dollars if the price is more than one thousand dollars.
|