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Article 50-1
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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 8 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. Where the latest individual financial report as publicly announced and registered in accordance with Article 36 of the Securities and Exchange Act shows a negative net worth. Likewise, where a subsequently publicly announced and registered individual financial report of a non-holding company or consolidated financial report of a holding company shows a negative net worth. For a holding company, its net worth refers to the amount of shareholders equity stated on the consolidated financial report, less minority interest.
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. The competent authority for the target industry duly appoints a receiver to take receivership of the financial institution.
18. 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.
Where de-listing is occasioned by the circumstances set out in Subparagraph 17 of Paragraph 1, after receiving the notice of receivership from the Competent Authority, this Corporation shall immediately announce that beginning from the next day the trading of the company's listed securities shall be suspended for a period of 10 days, and before the expiration of the period of suspended trading shall announce that beginning from the next day following expiration of the suspension, the securities shall be traded for 20 days under the altered-trading-method category in periodic call auction trading, after which the listed securities shall be de-listed.
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.
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Article 52
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Unless there are provisions to the contrary, 40 days prior to the de-listing of securities as approved by the Competent Authority, this Corporation shall publicly announce such facts and inform the over-the-counter trading exchanges and such company that the securities may by applied for as managed stocks.
This Corporation shall announce the de-listing of securities in accordance with Article 50-2, Article 50-6, Article 50-7, Article 51, paragraph 1, or Article 51-1 of these Rules five days prior to such event.
Upon notification by this Corporation that its securities are to be de-listed, a listed company or SITE shall report such notification on the Internet information reporting system designated by this Corporation within two days, and send the downloaded information to this Corporation for its recordation. However, where the maturity period of bonds has been reached or upon other special circumstances, with approval of the Competent Authority, the preceding restriction on public announcements shall not be applicable.
The preceding Paragraph shall apply mutatis mutandis to notification by this Corporation to a trustee institution that its beneficiary securities have been de-listed, notification by this Corporation to a special purpose company that its asset-backed securities have been de-listed, notification by this Corporation to a real estate securitization trustee institution that its REIT beneficiary securities or REAT beneficiary securities [have been de-listed], notification by this Corporation to a foreign company and its designated depositary institution that its Taiwan Depositary Receipt has been de-listed, or notification to an issuer that its call (put) warrant has been de-listed.
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