|
Article 41
|
The notice of listing for sale, suspension of sale, or delisting of bonds issued by the government ("Government Bonds") shall be given by the Competent Authority to this Corporation for its public announcement. Where the listed Government Bond has been redeemed at maturity, this Corporation may directly publicly announce its delisting.
The listing for sale, suspension of sale, or delisting of securities publicly issued by a company limited by shares ("Issuing Company"), beneficial certificates of closed-end securities investment trust funds (“closed-end funds”), exchange traded securities investment trust funds (“exchange traded funds”) duly issued by securities investment trust companies ("SITEs"), beneficial securities duly issued by trustee institutions, asset-backed securities duly issued by special purposes companies, real estate investment trust (REIT) beneficial securities or real estate asset trust (REAT) beneficial securities duly offered and issued by securitization trustee institutions, stocks duly issued by foreign issuers, Taiwan Depositary Receipts issued by foreign issuers and their depositary institutions, and call (put) warrants issued by issuers pursuant to the law, shall be processed and publicly announced in accordance with the various types of securities listing contracts ("Agreement for Listing") executed between this Corporation and the Issuing Company, SITEs, trustee institution, special purpose company, securitization trustee institution, depositary receipt issuer, or call (put) warrant issuer.
The Agreement for Listing referred to in the preceding paragraph shall be executed in accordance with the Rules Governing the Agreement for Listing reported by this Corporation to and approved by the Competent Authority. Upon the effectiveness of the Agreement for Listing, where the Rules Governing the Agreement for Listing is amended such that discrepancy in the internal content occurs, the amended rules shall be applicable.
After the financial report of financial bonds issued by financial institutions, if certified in accordance with the Regulations Governing Certification of Corporate Stock and Bond Issues by Public Companies, has been audited and certified by a CPA or approved and publicly announced by an auditing institution, reference may be made to paragraph 2 of this Article for listing processing.
|
|
Article 42
|
An Issuing Company applying for listing of its securities shall complete the application for listing of securities and enclose the signed Agreement for Listing and other required documents to this Corporation.
The format and the required documents for application of securities listing shall be determined by this Corporation in accordance with the type and the nature of the securities being listed.
The securities being applied for listing by an Issuing Company shall be certified in accordance with the Regulations Governing Certification of Corporate Stock and Bond Issues by Public Companies. However, securities for which no physical ("scrip") security is printed to represent the rights thereof are exempt from the requirement of certification.
In reviewing the application for securities listing by an Issuing Company, in addition to the documents supplied, this Corporation may consult other credit reports and process the application in accordance with the Rules Governing the Review of Securities Listings, and the "Industry Categorization and Adjustment Guidelines for Listed Companies".
The Rules Governing the Review of Securities Listings and the Industry Categorization and Adjustment Guidelines for Listed Companies shall be drafted by this Corporation and sent to the Competent Authority for its approval and public announcement.
Issuing Companies applying for initial listing shall, in accordance with the regulations of the Competent Authority, reserve a set ratio of the listed stocks for public sale by securities underwriters or wholesale by securities brokers. This Corporation may use the information to be obtained from the results of the sale as reference for share dispersal review of listed securities.
At the time of application for listing, the provisions of paragraphs 1 to 5 shall apply mutatis mutandis to a SITE for any beneficial certificates that it offers and issues; a trustee institution for any beneficial securities that it offers and issues; a special purpose company for any asset-backed securities that it offers and issues; and a securitization trustee institution for any REIT and REAT beneficial securities that it offers and issues.
At the time of application for listing, the provisions of paragraphs 1, 2, 4 and 5 shall apply mutatis mutandis to any stocks issued by a foreign issuer, to a foreign issuer and its depositary institution for any Taiwan Depositary Receipts they issue, and to any call (put) warrants duly issued by any issuer.
|
|
Article 43
|
Upon the approval of this Corporation for listing of securities by an Issuing Company, and the approval of the Competent Authority of the Agreement for Listing, such company shall be a listed company. In addition to the payment of listing fees in accordance with the Agreement for Listing, upon the notice of this Corporation, such Issuing Company shall upload an electronic file of the prospectus onto the Internet information reporting system designated by this Corporation and shall deliver a physical copy of the full prospectus to this Corporation for its distribution to securities firms. Further, one day prior to the listing of such securities, the Listing Company shall report information related to the listing to the Internet information reporting system designated by this Corporation, and shall send the downloaded information to this Corporation.
The public announcement referred to in the preceding paragraph shall include the name of the company, type of listed securities, volume, rights, obligations, date of listing, date, and document reference number of listing approval letter issued by the Competent Authority, name of the agency handling share transfer matters, name of the underwriter, underwriting period, price, volume, and other matters to be publicly announced.
Where the stocks of companies applying for initial listing were not completely sold within three months from the date the approval for Agreement for Listing was obtained from the Competent Authority pursuant to paragraph 1 of this Article, its listing shall be cancelled. However, with valid reasons, and upon the approval of this Corporation and the Competent Authority, the period may be extended for a single term of three additional months. The suspension period referred to in paragraph 4 shall not be counted.
Before the listing of stocks by an Issuing Company, if it is discovered that, before or subsequent to the effectiveness of the Agreement for Listing, valid facts show that any of the inappropriate circumstances for listing enumerated in the Rules Governing the Review of Securities Listings has occurred, this Corporation may suspend the listing of the securities, and conduct an investigation, and report to the Competent Authority. In the event the listing company refuses the investigation of this Corporation or refuses to supply the necessary information, or it is confirmed that it is inappropriate for listing, this Corporation may, upon approval of the Competent Authority, revoke its Agreement for Listing or delist its stock. In the event it is shown that there are no inappropriate circumstances for listing, this Corporation may, upon report to the Competent Authority, notify the company to resume the listing process. While the unsuitability of listing has not been confirmed, this Corporation may continue to
suspend the listing of such securities.
The listed securities shall be assigned by this Corporation a code number, and an abbreviated name for uniform usage.
The provisions of paragraphs 1, 2, and 5 of this Article shall apply mutatis mutandis to applications by SITEs for listing of beneficial certificates, applications by foreign issuers and their depositary institutions for listing of Taiwan Depositary Receipts, and applications by foreign issuers for secondary listings of stocks or listings of bonds.
If a foreign issuer applies to list stocks on a primary listing basis and its application is reviewed and approved by this Corporation, then after its listing contract is submitted to and approved by the Competent Authority and becomes effective, that company is deemed a primary-listed company, and except as otherwise provided shall be subject mutatis mutandis to the provisions of this Chapter regarding an exchange-listed company.
|
|
Article 44
|
Listed companies shall establish a professional shareholder services agent or shareholder services unit in the area where this Corporation is located. Further, such companies shall notify this Corporation of the business address and the name of the responsible person of the shareholder services agent, and the specimen of chops that must be chopped on the stock certificates to effect valid title transfer within three days of their decision. The same process shall apply in case of amendments.
The title transfer or the splitting of stocks handled by listed companies shall be completed within three days after the application therefor is received.
The professional shareholder services agent or shareholder services unit referred to in paragraph 1shall have shareholder services handling personnel and equipment that comply with the provisions of the Regulations Governing Handling of Shareholder Services by Public Companies promulgated by the Competent Authority, and it shall conduct shareholder services matters in compliance with the above Regulations Governing Handling of Shareholder Services.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis to SITEs processing the transfer of title to beneficial certificates, to trustee institutions processing the transfer of title to beneficial securities, to special purpose companies processing the transfer of title to asset-backed securities, to real estate securitization trustee institutions processing the transfer of title to REIT or REAT beneficial securities, to the transfer of title to secondary-listed company stocks, and to foreign issuers and their depositary institutions processing the transfer of title to Taiwan Depositary Receipts.
|
|
Article 45
|
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.
If a primary-listed company applies for exchange of old shares for new ones due to a capital reduction, in addition to complying with the preceding paragraph, this Corporation will agree to the listed trading of its new shares only if its review determines that the company meets the following requirements:
1. Compliance with the laws and regulations of the country in which it is registered.
2. There is no likelihood that the capital reduction and share exchange plan will materially harm the shareholders' equity of shareholders within the territory of the Republic of China.
3. There are no other material irregularities.
The Plan for Exchange of Share Certificates referred to in paragraph 1 shall be adopted 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, 3, 4, and 5 shall apply mutatis mutandis to any change in connection with stocks issued by a secondary-listed company or securities of a foreign company represented by Taiwan Depositary Receipts issued by a foreign issuer and its depositary institution.
|
|
Article 46
|
Where a listed company suspends changes to the shareholders roster in accordance with Article 165 of the Company Act, it shall, before the last date the shareholders roster may be changed and within the time period required by this Corporation, publicly announce on the website reporting system designated by this Corporation the reason for the suspension, date of suspension, amount of dividends and bonuses to be distributed, and allocation of rights. However, in special circumstances, where the reasons are stated, the company may simply publicly announce in advance the reasons for convening a shareholders meeting and the date of the meeting. In such cases, it shall follow up, at least 40 days prior to the date of the shareholders meeting, with a public announcement on the above-mentioned website designated by this Corporation of the amount of dividends and bonuses to be distributed or rights to be allocated.
If there is subsequently any change in information publicly announced by a listed company under the preceding paragraph, or the public announcement is not made by the listed company within the time period specified by this Corporation, then the listed company shall bear full liability for any resultant trade dispute or damage suffered by a party to a trade.
The provisions of paragraph 2 of this Article shall apply mutatis mutandis to SITEs setting a time period for changes to the beneficiaries list or date of distribution of profits when handling matters set forth in Article 64, Article 68, and Article 77 of the Regulations Governing Securities Investment Trust Funds.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis for the book closure period during which the shareholders list, beneficiaries list, and foreign bond holders list may not be changed due to the distribution of stock dividends, bond interest, bonus, or other interests in accordance with the laws of its local jurisdiction, in respect of bonds issued by a foreign issuer or its agent institution, stocks issued by a primary- or secondary-listed company or its agent institution, or foreign securities represented by Taiwan Depositary Receipts issued by a foreign issuer or its depositary institution.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when a trustee institution sets a record date for suspension of changes to entries in the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or distribution of profit on a special purpose trust, or when a special purpose company sets a record date for suspension of changes to entries in the register of holders of asset-backed securities or a record date for distributions because of the convening of a meeting of holders of asset-backed securities or distribution or repayment of principal, profit, interest, or other income rights in accordance with an asset securitization plan.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when a securitization trustee institution sets a record date for suspension of changes to entries in the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or distribution of income.
|
|
Article 47-2
|
Any primary- or secondary-listed company and its agent institution, or any foreign issuer and its depositary institution that issue Taiwan Depositary Receipts, shall provide the following information within the prescribed time period:
1. Foreign issuers designating specific time periods or record dates for confirmation of its shareholders for purposes of distribution of dividends, warrants, and other rights shall on the commencement date or twelve business days before the record date report the particulars and other concrete contents regarding such events on the Internet information reporting system designated by this Corporation.
2. Within thirty days of the shareholders meeting of a foreign issuer, its agent institution or depositary institution shall provide at least 1,000 copies of the shareholders meeting agenda and the minutes of the shareholders meeting, ten copies of the financial report audited by a CPA and opinion of an ROC CPA on such report, and two copies of the annual report to this Corporation for review by the public.
3. In accordance with regulations, at least 2,000 copies of the prospectus must be provided to this Corporation for review by the public when the stock or Taiwan Depositary Receipt begins trading on the Exchange.
4. The form "Items that Shall be Publicly Announced and Reported to this Commission when A Foreign Issuer Offers and Issues Securities" produced in accordance with the regulation of the Competent Authority shall be provided.
The preceding documents or public announcement, if in English, shall have Chinese translations, or shall be made in Chinese.
|
|
Article 48-1
|
Any primary- or secondary-listed company and its agent institution, or any foreign issuer and its depositary institution that issue Taiwan Depositary Receipts, shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Listed Foreign Securities prescribed by this Corporation.
Upon receiving approval from the Competent Authority to issue call (put) warrants, a call (put) warrant issuer shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Listed Warrants/Stocks prescribed by this Corporation.
A trustee institution or special purpose company shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Trustee Institutions and Special Purpose Companies prescribed by this Corporation.
A real estate securitization trustee institution shall be required to report on time the matters in accordance with the Procedures for Verification and Disclosure of Material Information on Real Estate Securitization Trustee Institutions prescribed by this Corporation.
|
|
Article 49-1
|
If any of the circumstances listed below apply to a primary-listed company, this Corporation may place that company's listed shares under an altered trading method:
1. Net worth, as indicated in its duly announced and filed consolidated financial report for the most recent period, of less than one-half of its share capital stated in the financial report, with net worth defined as shareholders' equity stated in the consolidated financial report less minority interests.
2. Failure to convene and bring to completion a regular shareholders meeting within 6 months after the conclusion of the business year.
3. The CPA-issued audit or review report indicates substantial doubt about the going-concern assumption, or the certifying CPA issued an audit or review report with a qualified opinion concerning the duly announced and filed financial report for the most recent fiscal year or half-year, provided that this restriction shall not apply if it is due to figures from an investee company's financial report that was not audited and attested by a CPA being used to calculate the amount of, and gains (losses) on, long-term equity investments for that primary-listed company's semi-annual financial report, and the certifying CPA has fully disclosed in the audit report the reasons for the qualified opinion and the possible impact on the monetary amount of any accounting items, and there are no material irregularities.
4. It violated any rule or regulation relating to listed foreign securities such as rules or regulations regarding the disclosure of material information, was notified to conduct supplementary disclosure procedures, failed to do so before the deadline, and the circumstances of the case were serious.
5. Any petition for its reorganization has been submitted to the court in its home country.
6. If the situation in Article 28-8, paragraph 1, subparagraph 4 of this Corporation's Rules Governing Review of Securities Listings applies to the incumbent director, supervisor, or general manager of the primary-listed company or any company it controls, and corrective action is not taken within the period prescribed by this Corporation.
7. Inability to redeem ordinary corporate bonds or convertible corporate bonds upon maturity or upon creditor request.
8. A negotiable instrument has been dishonored by a financial institution due to insufficient funds and this Corporation is aware of the situation.
9. Explanations in a press conference concerning material information fail to clarify the points in question and this Corporation deems it necessary to protect the rights and interests of investors.
10. This Corporation deems necessary based on any other reason.
When a primary-listed company's securities have been placed under an altered trading method due to any circumstance in a subparagraph of the preceding paragraph, if the company meets the respective requirements listed below and is free of any other circumstances in the subparagraphs of the preceding paragraph, this Corporation may restore the regular trading method for the company's listed shares:
1. After placement under an altered trading method pursuant to subparagraph 1 of the preceding paragraph, the net worth in its CPA-audited and attested annual and semi-annual consolidated financial reports as duly filed and announced for the most recent two periods is one-half or more of its share capital as stated therein, and has not declined in comparison to the net worth stated either in the previous CPA-audited and attested annual or semi-annual consolidated financial reports as duly filed and announced.
2. After placement under an altered trading method pursuant to subparagraph 2 of the preceding paragraph, it convenes and brings to completion the regular shareholders meeting.
3. After placement under an altered trading method pursuant to subparagraph 3 of the preceding paragraph, the CPA-issued audit report for its most recent consolidated financial report indicates there is no longer any substantial doubt regarding the going-concern assumption; or its financial report has already shown improvement and after conducting a re-audit the CPA issues an audit with an unqualified opinion or issued an unqualified review report; or the semi-annual financial report of the investee company has already duly been reviewed or audited by a CPA.
4. After placement under an altered trading method pursuant to subparagraph 4 of the preceding paragraph, it conducts supplementary disclosure procedures as per notification.
5. After placement under an altered trading method pursuant to subparagraph 5 of the preceding paragraph, the petition for its reorganization is withdrawn, provided that the altered trading method implementation period may not be less than 3 months.
6. After placement under an altered trading method pursuant to subparagraph 6 of the preceding paragraph, supplementation or corrective action is taken.
7. After placement under an altered trading method pursuant to subparagraph 7 of the preceding paragraph, the company settles its obligation or reaches a conciliation agreement with the creditor.
8. Within 3 months from the next business day after placement under an altered trading method pursuant to subparagraph 8 of the preceding paragraph, it extinguishes the debt under the negotiable instrument by actual settlement of the amount of the negotiable instrument or completes payment negotiation procedures with its financial institution, and has the negotiation documents signed and certified by a CPA and attorney and submits them together with other relevant documentation to this Corporation for review and recordation.
9. After placement under an altered trading method pursuant to subparagraph 9 of the preceding paragraph, it clarifies the points in question.
10. After placement under an altered trading method under subparagraph 10 of the preceding paragraph, it provides supplementation or takes corrective action as required by this Corporation.
Within 1 month after it places the listed shares of a primary-listed company under an altered trading method pursuant to the circumstances of paragraph 1, or restores that company's listed shares to the regular trading method under paragraph 2, this Corporation shall file with the Competent Authority for recordation.
If a secondary listed company, or a foreign issuer that issues Taiwan Depositary Receipts or the depositary institution thereof, 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 secondary listed company, or a foreign issuer that issues Taiwan Depositary Receipts or the depositary institution thereof, fails to make supplementation or corrections within the period of time under the preceding paragraph, this Corporation may place its listed securities under an altered trading method and the provisions of paragraph 3 shall apply mutatis mutandis.
|
|
Article 50-3
|
If any of the circumstances listed below applies to a primary-listed company, trading of its listed shares shall be suspended by this Corporation after it reports to and obtains the approval of the Competent Authority pursuant to Article 147 Securities and Exchange Act:
1. Failure to publicly announce and file its financial report by the prescribed deadline.
2. Any suspected misrepresentation is discovered in a document or information submitted by it, and it fails to provide an explanation by a specified deadline as requested by this Corporation.
3. Failing to appoint a professional shareholder services agent in the Republic of China to handle stock affairs, and then failing to take corrective action by the specified deadline, as confirmed by this Corporation.
4. Failure to prepare its duly announced and filed financial report according to the relevant regulations and to the accounting principles of the Republic of China, the United States of America, or international financial accounting principles, as the case may be, and the circumstances are serious, and the company is notified to correct or make a restatement of the financial report but fails to do so by the specified deadline; or its certifying CPA has issued an audit report containing a disclaimer of opinion or adverse opinion, or issued a review report with an adverse opinion or disclaimer of opinion, in connection with the annual or semi-annual financial report that it announced and filed.
5. Violation of any rule or regulation regarding the disclosure of material information on a listed foreign company, in which the circumstances of the case are serious and necessitate the suspension of the trading of its securities.
6. Violation of an undertaking issued at the time it applied for listing.
7. Violation of Article 49-1, paragraph 1, subparagraph 7, and inability to meet the requirements of paragraph 2, subparagraph 7 of that same Article within 3 months.
8. Violation of Article 49-1, paragraph 1, subparagraph 8, and inability to complete the supplementation procedures specified in paragraph 2, subparagraph 8 of that same Article within 3 months from the next business day after its shares are placed under an altered trading method.
9. Any other circumstance requiring that the trading of listed securities be suspended.
When trading of the listed securities of a primary-listed company is suspended due to any circumstance in a subparagraph of the preceding paragraph, if the company meets the respective requirements listed below and is free of any other circumstances in the subparagraphs of the preceding paragraph, then after filing with the Competent Authority and obtaining its approval pursuant to Article 147 of the Securities and Exchange Act this Corporation may publicly announce restoration of the trading of its listed securities:
1. After suspension of trading pursuant to subparagraph 1 of the preceding paragraph, has duly made a supplementary announcement and filing of its financial report.
2. After suspension of trading pursuant to subparagraph 2 of the preceding paragraph, has duly made corrections, or provided explanations as requested by this Corporation, with solid evidence.
3. After suspension of trading pursuant to subparagraph 3 of the preceding paragraph, has duly taken corrective action with solid evidence.
4. After suspension of trading pursuant to subparagraph 4 of the preceding paragraph, has made corrections to or a restatement of its financial report as required by this Corporation; or its CPA conducts a re-audit and issues an audit report free of the original disclaimer of opinion or adverse opinion, or a review report free of the original adverse opinion or disclaimer of opinion; or there is no audit report containing a qualified opinion or review report containing a qualified opinion in connection with Article 49-1, paragraph 1, subparagraph 3.
5. After suspension of trading pursuant to subparagraph 5 of the preceding paragraph, has made supplementation or taken corrective action pursuant to rules or regulations regarding disclosure of material information on listed foreign companies.
6. After suspension of trading pursuant to subparagraph 6 of the preceding paragraph, has made supplementation or taken corrective action pursuant to regulations and is in compliance with the undertaking it issued.
7. After suspension of trading pursuant to subparagraph 7 of the preceding paragraph, it makes supplementation or takes corrective action pursuant to regulations.
8. After suspension of trading pursuant to subparagraph 8 of the preceding paragraph, completed the supplementation procedures under Article 49-1, paragraph 2, subparagraph 8 within 6 months after the next business day after trading was suspended and presented the relevant evidentiary document to verify that it has done so.
9. After suspension of trading pursuant to subparagraph 9 of the preceding paragraph, it makes supplementation or takes corrective action pursuant to the relevant rules and regulations.
If any of the circumstances listed below applies to a primary-listed company, this Corporation shall file with the Competent Authority for approval to delist its listed securities pursuant to Article 144 of the Securities and Exchange Act:
1. Dissolution upon cancellation of its organizational registration in its home country.
2. Declaration of bankruptcy by a final and unappealable court ruling in its home country.
3. A ruling of the court in its home country approving reorganization, or dismissing a petition for reorganization, becomes final and unappealable.
4. There is a material change in the company's scope of business such that this Corporation deems it unsuitable to continue listed trading.
5. Six months after trading of its listed shares is suspended pursuant to any subparagraph of paragraph 1, any circumstance in any subparagraph of paragraph 1 still exists.
6. The most recent duly announced and filed consolidated financial report, or a consolidated financial report announced and filed on a supplementary basis, shows a negative net worth.
7. The Competent Authority has ordered suspension of the trading of all of its securities due to a circumstance under Article 156 of the Securities and Exchange Act and the suspension has for been effective for 3 months or longer.
8. Serious breach of the listing contract.
9. The shareholding in it by another exchange- (or OTC-) listed company (including another primary-listed or primary-OTC-listed company) accounts for 70 percent or more of its total issued shares or authorized capital.
10. Any other circumstance that necessitates the suspension of the listing of securities.
When trading of the listed shares of a primary-listed company has been suspended by this Corporation due to any circumstance in paragraph 1, subparagraph 1, 4, or 8 and the suspension has lasted for a full 6 months during which the company has not taken corrective action, and this Corporation has announced but not yet implemented the delisting of the company's listed shares, if the company then meets the respective requirements listed below, is free of any other circumstance in any subparagraph of the preceding paragraph, and submits relevant substantiating evidence to apply to this Corporation at least 8 working days before the implementation date, then after obtaining the approval of the Competent Authority, this Corporation may announce a waiver of implementation of the company's delisting:
1. If trading of its listed shares was suspended by this Corporation, due to a circumstance in subparagraph 1 or 4 of the preceding paragraph, for a full 6 months during which it failed to take corrective action, and it submits the regularly scheduled financial report that it previously failed to submit before the original deadline, or it duly makes corrections or restates the relevant financial report.
2. After announcement of its delisting due to a circumstance in paragraph 1, subparagraph 8, it completes the supplementary procedures listed under Article 49-1, paragraph 2, subparagraph 8, and submits the relevant documents as evidence.
After the announcement of the delisting of a primary-listed company's listed shares, if that company completes supplementation before the delisting implementation date, it shall be eligible to have delisting implementation waived on those grounds only if the company has not previously been given a waiver of implementation of delisting of its listed shares for the same reason.
The Procedures for Handling Applications by Listed Companies for the Delisting of Securities shall apply mutatis mutandis to a primary-listed company that applies to delist its listed shares.
If any of the following conditions applies to any foreign stock, Taiwan Depositary Receipt, or foreign bond that is listed with this Corporation by a secondary-listed company, this Corporation may suspend the trading of, or delist, that stock, depositary receipt, or bond after reporting to and obtaining the approval of the Competent Authority:
1. The listed shares, or foreign securities represented by Taiwan Depositary Receipts, of a secondary-listed company have already been suspended from trading or delisted by the securities exchange on which they are listed.
2. There has been a ruling by a court of the issuer's home country that duly prohibits transfer of the listed shares, foreign securities represented by Taiwan Depositary Receipts, or foreign bonds, of a secondary-listed company.
3. A secondary-listed company, depositary institution, or issue agent violates government laws or regulations, or the bylaws, rules, or public announcements of this Corporation, or refuses to pay the listing fee, or fails to perform the obligations required by the listing contract.
4. This Corporations deems it necessary to delist the listed shares, Taiwan Depositary Receipts, or foreign bonds, of a secondary-listed comapny, based on any other reason sufficient to affect market order or investor rights and interests.
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 delisting of the listed shares, foreign securities, Taiwan Depositary Receipts, or foreign bonds, of a secondary-listed company, 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 delisting becomes effective.
|
|
Article 52
|
Unless there are provisions to the contrary, 40 days prior to the delisting 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 delisting 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.
After a listed company or SITE is notified by this Corporation of delisting of its securities, it shall within two days from the date on which it receives such notification make a public announcement and send two copies of the newspaper in which the announcement was made to this Corporation for recordation, provided that it may be exempted from the aforesaid requirement concerning public announcement date, where for reason of maturity of the bond issue period or other exceptional circumstance, and subject to approval of the Competent Authority.
The preceding paragraph shall apply mutatis mutandis to notification by this Corporation to a trustee institution that its beneficial securities have been delisted, notification by this Corporation to a special purpose company that its asset-backed securities have been delisted, notification by this Corporation to a real estate securitization trustee institution that its REIT beneficial securities or REAT beneficial securities [have been delisted], notification by this Corporation to a foreign company and its designated depositary institution that its Taiwan Depositary Receipt has been delisted, or notification to an issuer that its call (put) warrant has been delisted.
The preceding paragraph shall apply mutatis mutandis when a trustee institution is notified by this Corporation of the delisting of its beneficial securities; when a special purpose company is notified by this Corporation of the delisting of its asset-backed securities; when a real estate securitization trustee institution is notified by this Corporation of the delisting of its REIT or REAT beneficial securities; when a foreign issuer and its depository institution are notified by this Corporation of the delisting of their Taiwan Depositary Receipts; when a secondary-listed company is notified by this Corporation of the delisting of its shares; and when an issuer is notified by this Corporation of the delisting of its call (put) warrants.
|
|
Article 52-1
|
Upon approval by the Competent Authority for suspension of trading of listed securities, the listed company may not apply for the return of securities listing fee that it has already paid. Upon approval for delisting, a pro rata share of the listing fee shall be returned based on the months that it has been listed (partial months counted as whole months).
The preceding paragraph shall apply mutatis mutandis when a trustee institution is notified by this Corporation of delisting of its beneficial securities; when a special purpose company is notified by this Corporation of delisting of its asset-backed securities; when a real estate securitization trustee institution is notified by this Corporation of delisting of its REIT or REAT beneficial interest securities; when a foreign issuer and its designated depositary institution are notified by this Corporation of delisting of their Taiwan Depositary Receipts; when a secondary-listed company is notified by this Corporation of delisting of its shares; and when an issuer is notified by this Corporation of delisting of its call (put) warrants.
|