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Operating Rules of the Taiwan Stock Exchange Corporation(2007.05.07) |
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Article 45
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Where the name, type of securities, price per unit, outstanding shares, or other contents are changed, the changes shall be processed in accordance with the laws, and further the "Application for Amending the Listed Securities Registers," and the "Plan for Exchange of Securities Certificates" shall be sent to this Corporation to apply for change of content of the listed securities. The listed company shall send the required documents to this Corporation and file a report on the Internet information reporting system designated by this Corporation during the time period specified by this Corporation, and before the last day the shareholders list may be changed. In the case of change of the company name, within three years from the approval date of such change, all the issued securities and other information to be published as required shall be disclosed in the new name as well as the old name. For three consecutive months after the company name change, the said information shall be publicly announced on the
Internet information reporting system designated by this Corporation. In the case of capital decrease registration, the procedural provisions for delivering the new securities by scripless book-entry transfer shall be carried out within three months from the date on which the exchange plan in the "Plan for Exchange of Securities Certificates" submitted to the Competent Authority is approved. Thereafter, the said exchange plan shall be actually implemented. If the exchange of new share certificates resulting from capital decrease is likely to fall behind schedule or there might be any abnormal situation, this Corporation shall be notified in writing in advance; provided, however, that exchange of securities certificates may be waived in the case of buy back of treasury stocks and cancellation of shares under Article 28-2 of the Securities and Exchange Act.
The Plan for Exchange of Share Certificates referred to in the preceding Paragraph shall be formed in accordance with the "Procedures for Exchange of Securities Certificates by Listed Companies" prescribed by this Corporation.
Where the volume of the total exchanged stocks has reached thirty percent of its total listed shares, the listed company may designate the listing date of the new shares (identical with the last day of trading of old shares), and submit an application to this Corporation, for public announcement and implementation after review and approval by this Corporation.
Where the volume of the total exchanged stocks has not reached thirty percent of total listed shares of the listed company, if the listed company makes a written undertaking that starting from the date the new shares are traded, the replacement procedures will be commenced and any old shares received will be exchanged with new shares on the same date, the procedures enumerated in the preceding Paragraph shall apply. If it does not issue the written undertaking, the designation of the listing date of the new shares (identical with the last day of trading of old shares) shall not at the latest be later than 30 days after the first date on which the old shares are replaced with new shares. Further, commencing from the above date, it shall continue with the replacement procedures and issue new replacement shares on the same date on which it receives the old shares.
The provisions of Paragraphs 1 through 4 of this Article shall apply mutatis mutandis to changes to the securities represented by shares issued by foreign issuers, or Taiwan Depositary Receipts issued by foreign issuers and their depositary institutions.
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Article 49
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Where any of the following events exists, this Corporation may place the listed securities under altered-trading-method category:
1.The latest individual financial report as registered and publicly announced in accordance with Article 36 of the Securities and Exchange Act, shows that its net worth is less than one-half of its share capital stated on the financial report. For a holding company, its net worth refers to the amount of shareholders equity stated on the consolidated financial report, less minority interest. 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 share capital stated on the financial report 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 certifying CPA issues a qualified audit report for the semi-annual or annual financial reports, or for a company other than a holding company issues a qualified review report for the semi-annual consolidated financial report, as publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act, 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 certified by a CPA, and the certifying 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. However, if an above-mentioned invested company is a major subsidiary included in the preparation of the consolidated statement or a public subsidiary of a financial holding company, its semi-annual financial report shall also be reviewed or audited by a CPA in accordance with applicable laws and regulations.
4.Violation of relevant rules concerning the material information of 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 8 of Paragraph 1 of Article 9 of this Corporation's Rules Governing the 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 Rules Governing the 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, assignment of business, or split, 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. Failure to handle stock affairs matters in compliance with Article 44, paragraph 3, or discovery in an audit by Taiwan Depository & Clearing Corporation of deficiencies and failure to make corrections by a deadline imposed for making corrections for a serious violation in a specific case.
14. Where explanations given in a press conference concerning material information fail to clarify points in question, and this Corporation deems it necessary to protect the rights and interests of investors.
15. 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 annual and semi-annual individual financial reports for the most recent two periods audited and certified by a CPA and registered and publicly announced pursuant to Article 36 of the Securities and Exchange Act each shows net worth exceeding NT$300 million and reaching one-half or more of the share capital stated on the financial report, and each has shown no decline from the net worth stated on the annual and semi-annual individual financial reports for the preceding period audited and certified by a CPA and duly registered and publicly announced. For a holding company, its net worth refers to the amount of shareholders equity stated on the consolidated financial report, less minority interest.
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 audit opinion or a clean review report, or the semi-annual financial report of the invested company has been duly reviewed or audited by a CPA.
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. Where correction or improvement has been made after the trading method was changed pursuant to Subparagraph 13 of the preceding Paragraph.
13. Where the points in question have been clarified after the trading method was changed pursuant to Subparagraph 14 of the preceding Paragraph.
14. After the trading method was changed pursuant to Subparagraph 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.
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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 Rules Governing the 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. A corporate split or a merger with another company, where the resulting entity does not satisfy the requirements for continued listing under Article 51-2 or Article 51 respectively.
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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