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Article 50-1
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If any of the following circumstances applies to any listed company, the TWSE shall, in accordance with Article 144 of the Securities and Exchange Act, report to and obtain the approval of the Competent Authority to delist its 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 the TWSE 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 the provisions of the preceding Article, and after six consecutive months trading of its securities is not resumed; 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 documentary proof 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 the TWSE for re-calculation of the duration of the period of suspension of trading as from a date approved by the TWSE. 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 demerger from, or a general assignment to, or a merger with another company, where the resulting entity does not satisfy, respectively, the requirements for continued listing under Article 53-19, Article 53-10, or Article 53-2.
13. Material breach of the Agreement for Listing.
14. Final confirmation by a judicial authority that any of the following circumstances applies to the listed company:
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 TWSE listed (or GTSM listed) 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 delisting.
If a listed company's securities have been suspended from trading by the TWSE because of a circumstance in paragraph 1, subparagraph 1 or 5, of the preceding Article for a full 6 months without correction, or if the circumstance in subparagraph 8 of the preceding paragraph existed, and the TWSE has announced but not yet implemented the delisting of its securities, if the listed company satisfies the requirements of the respective subparagraphs below, is free from any other circumstance in the subparagraphs of the preceding paragraph, and submits an application to the TWSE together with relevant materials and evidence at least 8 business days prior to the delisting implementation date, then after filing for and receiving approval from the Competent Authority, the TWSE may publicly announce an exemption from implementation of the delisting.
1. Where a listed company's securities have been suspended from trading by the TWSE because of a circumstance in paragraph 1, subparagraph 1 or 5, of the preceding Article for a full 6 months without correction, and it meets the supplementation requirements of paragraph 2, subparagraph 1 or 5 of the preceding Article.
2. Where, after public announcement of delisting 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 documentary proof.
A listed company that makes full supplementations or corrections before the implementation date after its listed securities have been publicly announced for delisting shall be eligible for an exemption from implementation of delisting only if such listed company has never previously been granted a exemption from delisting based on the same reasons.
Where delisting is occasioned by the circumstances set out in subparagraph 17 of paragraph 1, after receiving the notice of receivership from the Competent Authority, the TWSE 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 in periodic call auction trading, after which the listed securities shall be delisted.
A listed company applying for delisting 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 Delisting by Listed Companies."
Where a listed company delists in accordance with paragraph 1, subparagraph 15 herein, the listed parent company shall undertake to unconditionally purchase the remaining outstanding shares of the company.
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Article 50-3
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If any of the circumstances listed below applies to a primary listed company, trading of its listed shares shall be suspended by the TWSE 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 the TWSE.
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 the TWSE.
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; provided that this subparagraph does not apply to any amendment to the articles of incorporation, organizational documents, or important financial or business documents involving any important matter in connection with the protection of shareholders equity.
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. Violation of Article 49-1, paragraph 5, and failure to amend the articles of incorporation, organizational documents, or important financial or business documents within 3 months from the next business day following placement of the stock under an altered trading method.
10. 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 the TWSE 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 the TWSE, 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 the TWSE; 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, has amended the articles of incorporation, organizational documents, or important financial or business documents, and there is no longer any likelihood of impairment to shareholders equity.
10. After suspension of trading pursuant to subparagraph 10 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, the TWSE shall file with the Competent Authority for approval to delist the company's 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 the TWSE 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 TWSE listed (or GTSM listed) company (including another TWSE primary listed or GTSM primary listed company) accounts for 70 percent or more of its total issued shares or authorized capital.
10. A demerger, general assignment, transfer of equity in a subsidiary company, or merger with another company, does not satisfy, respectively, the requirements for continued listing under Article 53-30 or Article 53-3.
11. Any other circumstance that necessitates the de-listing of the securities.
When trading of the listed shares of a primary listed company has been suspended by the TWSE 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 the TWSE 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 the TWSE at least 8 working days before the implementation date, then after obtaining the approval of the Competent Authority, the TWSE may announce an exemption from implementation of the company's delisting:
1. If trading of its listed shares was suspended by the TWSE, 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 an exemption 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 the TWSE by a secondary listed company, the TWSE 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 the TWSE, or refuses to pay the listing fee, or fails to perform the obligations required by the listing contract.
4. If, for 3 consecutive months the number of units of listed Taiwan Depositary Receipts outstanding and in circulation has been less than 10 million units, and additional issuance has not been completed within 3 months from the date of written notification from the TWSE to do so, the Taiwan Depositary Receipts may be delisted after reporting to and obtaining the approval of the Competent Authority.
5. A demerger, general assignment, or transfer of equity in a subsidiary company does not satisfy the requirements for continued listing under Article 53-30.
6. The TWSE deems it necessary to delist the listed shares, Taiwan Depositary Receipts, or foreign bonds, of a secondary listed company, 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 the TWSE for inclusion of its opinion, and then reported to and approved by the Competent Authority before the delisting becomes effective.
If delisting of listed Taiwan Depositary Receipts has been announced because of circumstances in paragraph 7, subparagraph 4, and corrective action is completed before the delisting is implemented, and none of the other circumstances in the subparagraphs of paragraph 7 exist, the issuer may submit relevant substantiating evidence to apply to the TWSE at least 8 working days before the implementation date, and the TWSE, after obtaining the approval of the Competent Authority, may announce an exemption from implementation of the delisting. However, this shall apply only insofar as no exemption from delisting has previously been granted for the same reason.
In cases of delisting under paragraphs 7 and 8, the foreign issuer and its responsible person shall undertake to unconditionally purchase the remaining outstanding shares or Taiwan Depositary Receipts of the company, and the Application Procedures for Terminating the Listing of Securities by Listed Companies shall apply mutatis mutandis.
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Article 51
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(deleted)
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Article 51-1
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(deleted)
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Article 51-2
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(deleted)
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Article 51-3
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(deleted)
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Article 51-4
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(deleted)
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Article 53-1
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Upon a merger between a TWSE listed or TWSE primary listed company and a TWSE (or GTSM) listed company or TWSE (or GTSM) primary listed company or TWSE (or GTSM) secondary listed company, if the surviving company after the merger remains a TWSE listed or TWSE primary listed company, the securities of the non-surviving company shall be delisted. 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, the TWSE listing of the shares may commence from the record date of the merger; provided, trading of the securities of the non-surviving company shall be suspended 8 trading days before the record date of the merger (and non-inclusive of that date), and a delisting application shall be completed and filed with the TWSE, annexing the relevant documents, at least 30 trading days before the record date of the merger (and non-inclusive of that date).
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Article 53-2
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Where a TWSE listed company merges with a company that is neither listed on the TWSE nor on the GTSM, by using as consideration a follow-on issue (whether by public offering and issuance or private placement) of shares or securities that may be converted into or may be used to subscribe shares, and the surviving company after the merger remains a TWSE 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, all the following conditions shall be met by the company that is neither listed on the TWSE nor on the GTSM:
1. The financial data of the merged company that is neither listed on the TWSE nor the GTSM and the consolidated financial data of the merging and merged companies satisfy the profitability requirements of TWSE listed companies enumerated in Article 4 of the TWSE Rules Governing the 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 TWSE listed company. Where the above proviso is satisfied, if the TWSE listed company or the merged company that is neither TWSE listed nor GTSM listed, 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 the TWSE, 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 TWSE listed company, and the certifying CPA shall submit a review opinion following the imputed adjustment.
2. The merged company that is neither listed on the TWSE nor the GTSM is free of the circumstances specified in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, 7, 8, and 12 of the TWSE Rules Governing the Review of Securities Listings.
3. The most recent annual financial reports of the merged company that is neither listed on the TWSE nor the GTSM have been audited by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports of public companies, and the auditor issues an unqualified opinion.
Where a TWSE listed company merges with a foreign company meeting the conditions set forth in the Business Mergers and Acquisitions Act, the foreign company, unless it is a TWSE (or GTSM) primary listed company or TWSE (or GTSM) secondary listed company, shall comply with the provisions of Article 53-3, subparagraph 2, and the TWSE listed company additionally shall submit the following documents:
1. Documentation of foreign investment approval by the Ministry of Economic Affairs Investment Commission.
2. 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.
3. 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 TWSE listed company and the foreign company, issued by a CPA other than the original certifying CPA who is approved by the Competent Authority to perform auditing and attestation of financial reports of public companies.
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Article 53-3
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Where a TWSE primary listed company, under the laws and regulations of the country in which it is registered, merges with any other company by using as consideration a follow-on issue of new shares or securities that may be converted into or may be used to subscribe shares, and the surviving company after the merger is to remain a TWSE primary listed company, the TWSE primary listed company shall submit the documents prescribed in Article 53-2, paragraph 2, subparagraphs 2 and 3, and the other company shall meet all of the requirements listed below:
1. If the other company is a domestic company that is neither listed on the TWSE nor the GTSM, it shall comply with the conditions set out in all of the subparagraphs of Article 53-2, paragraph 1.
2. If the other company is a foreign company that is neither a TWSE (or GTSM) primary listed company nor TWSE (or GTSM) secondary listed company, it shall comply with all the conditions set out in each following item;
(1) The financial data of the merged company and the consolidated financial data of the merging and merged companies each satisfy the requirements of Article 28-1, paragraph 1, subparagraph 4 of the TWSE Rules Governing the Review of Securities Listings.
(2) The company is free of the circumstances under which TWSE listing is inappropriate as specified in Article 28-8, subparagraphs 1, 3, 4, and 5 of the TWSE Rules Governing the Review of Securities Listings; and is also free of any circumstance under which there has been a material deficiency in the execution of the company's internal control system.
(3) The company's financial reports of the most recent fiscal year have been audited by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports of public companies, and the auditor issues an unqualified opinion.
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Article 53-4
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When a TWSE listed company issues new shares due to a merger, if those shares are of a different class from the TWSE listed securities, then those shares shall conform to paragraph 2 of Article 14 of the Rules Governing the Review of Securities Listings.
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Article 53-5
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When a TWSE listed or TWSE primary listed company is to conduct a merger pursuant to Articles 53-1 to 53-3, it shall submit an application form attaching the relevant documents (attachments). After the TWSE has examined and approved the application, it shall send the company a written opinion approving the merger. The written opinion shall state "This approval letter is provided only for purposes of the applicant company filing for registration with the Competent Authority for capital increase and issuance of new shares as a result of merger. If the registration filing fails to become effective, this approval letter shall become void."
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Article 53-6
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Where a TWSE listed or TWSE primary listed company is to conduct a merger pursuant to Article 53-2 or 53-3, and the additional common shares or overseas depositary receipts issued (whether by public offering or private placement) due to the said merger will account for 10 percent or more of the aggregate shares already issued and anticipated to be issued by the TWSE listed or TWSE primary listed company, any directors, supervisors, and shareholders holding more than 10 percent of the issued shares of the non-surviving company shall place in centralized custody in compliance with all of 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. However, this requirement shall not apply where a TWSE listed company merges with a subsidiary company of which it holds 90 percent or more of the outstanding shares.
1. Such persons obtaining common shares publicly offered and issued due to the merger shall place into centralized custody with the central securities depository approved for establishment by the competent authority all of the common shares publicly offered and issued due to the merger that they hold, and in aggregate not less than the number of shares calculated under paragraph 2 of Article 10 of the TWSE Rules Governing the Review of Securities Listings for the total amount of common shares offered and issued as a result of the merger. 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 shares placed in central custody, one-half may be withdrawn after a full six months has elapsed from the date that listed trading thereof commences. The remaining portion of shares may be withdrawn in full only after one full year has elapsed from the date that listed trading commences.
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.” The total ratio of privately placed common shares subject to the undertaking regarding restriction of transfer referred to above and the period of the restriction of transfer 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 the surviving company after the merger 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 subparagraph 1.
The provisions regarding the total ratio of shares subject to centralized custody, as referred in the preceding paragraph, need not apply where a TWSE listed company or TWSE primary listed company merges with a subsidiary company of which it holds 50 percent or more of the outstanding shares.
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Article 53-7
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Where a TWSE listed company or TWSE primary listed company will undergo, as a non-surviving company, a statutory merger with any other company, the TWSE listed company or TWSE primary listed company shall submit an application, with relevant documentation, to the TWSE no later than 30 business days before the record date of the merger or consolidation. After the TWSE has filed for and received approval from the Competent Authority, trading of the company's securities shall be suspended beginning two business days prior to (and non-inclusive of) the book closure date, and its securities shall be delisted from the record date of the merger.
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Article 53-8
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When a TWSE listed company merges with an unlisted company and the TWSE listed company is a non-surviving company, the surviving or newly-incorporated unlisted company, within one year after the merger record date, may apply to the TWSE for listing if it meets the requirements set out in all the following subparagraphs:
1. At the time of the application for merger, at least 80 percent of its operating revenue and identifiable assets as stated on its latest-period financial report audited or reviewed by a CPA is derived from business items or assets originally from the merged listed company, and its liabilities may not exceed two-thirds of its total assets.
2. Capitalization: complies with the provisions of Article 4, paragraph 1, subparagraph 2 of the TWSE Rules Governing the Review of Securities Listings.
3. Profitability: after imputation based on the surviving unlisted company's latest-period financial data, complies with the provisions of Article 4, paragraph 1, subparagraph 3 of the TWSE Rules Governing the Review of Securities Listings. However, this requirement does not apply if the post-merger surviving company's net worth per share on the latest-period financial report audited or reviewed by a CPA is greater than the non-surviving listed company's net worth per share on its financial report audited or reviewed by a CPA for the latest period before the merger record date.
4. Shareholding dispersion: complies with Article 4, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings.
5. The non-surviving listed company was free of any and all circumstances set out in Articles 49, 50, and 50-1 before the merger record date, and its net worth per share was stated at not less than NT$10 on the financial reports audited or reviewed by a CPA for both the most recent period and most recent fiscal year before the merger record date.
6. Financial reports: a CPA shall have audited or reviewed the latest-period financial report, and issued a signed audit or review report containing an unqualified opinion; or, if an audit report containing other than an unqualified opinion is issued, it does not affect the fair presentation of the financial report.
7. Complies with Articles 18 and 19 of the TWSE Rules Governing Review of Securities Listings and is free of any of the circumstances set out in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, 8, 9, and 12 of those Rules.
Once a listing application case under the preceding paragraph has been inspected for completeness of the application documents and reviewed by the TWSE administering department for compliance with regulations, and has been considered and passed by the TWSE board of directors, then the case may be submitted to the Competent Authority for approval, upon which its listing shall be publicly announced. Before its securities are listed, the surviving unlisted company shall deposit stock in central custody and conduct a pre-listing public offering in accordance with Articles 10 and 11 of the TWSE Rules Governing Review of Securities Listings.
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Article 53-9
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Where a TWSE listed company, pursuant to Article 27 of the Business Merger and Acquisition Act, conducts a general purchase and assumption of, or pursuant to Article 185, paragraph 1, subparagraph 3 of the Company Act or other laws or regulations, receives transfer of shares, business, or assets from, another company that is neither TWSE listed nor GTSM listed, and uses as consideration shares, or securities that may be converted into or may be used to subscribe shares, if such transaction reaches any of the following standards, that company that is neither TWSE listed nor GTSM listed shall additionally comply with the conditions set out in each subparagraph of Article 53-2, paragraph 1, and that company that is neither TWSE listed nor GTSM listed and any director, supervisor, or shareholder holding 10 percent or more of the shares thereof who has holdings of the new common shares or overseas depositary receipts issued (whether by public offering or private placement) by the TWSE listed company for such capital increase additionally shall, in accordance with the provisions of Article 53-6, deposit the share certificates into central custody, or issue a written undertaking not to redeem or transfer them within a certain period of time:
1. If the book entry amount of the shares, or securities that may be converted into or may be used to subscribe shares, that are obtained by the unlisted company as a result of being acquired reaches 70 percent or more of the book net asset value thereof, or the shares, or securities that may be converted into or may be used to subscribe shares, that are paid by the listed company for the acquisition reach 10 percent or more of the aggregate shares already issued and anticipated to be issued by the listed company.
2. If the total number of shares acquired from shareholders of the unlisted 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 demerged from the unlisted 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.
If the acquired company referred to in the preceding paragraph is a foreign company that is neither a TWSE (or GTSM) primary listed company nor a TWSE (or GTSM) secondary listed company, Article 53-2, paragraph 2 shall apply mutatis mutandis.
When a TWSE primary listed company, under the laws and regulations of the country in which it is registered, receives transfer of shares, business, or assets of any other company, and uses shares, or securities that may be converted into or may be used to subscribe shares, as consideration, if such transaction reaches any of the standards set out in paragraph 1, that other company shall also meet the requirements set out in each subparagraph of Article 53-3.
When a TWSE listed company or TWSE primary listed company is to conduct an acquisition under this article, it shall complete an application form and attach the relevant documents (attachments). After the TWSE has examined and approved the application, it shall send a written opinion approving the acquisition to the company. The written opinion shall state "This approval letter is provided only for purposes of the applicant company filing for registration with the Competent Authority for capital increase and issuance of new shares as a result of acquisition. If the registration filing fails to become effective, this approval letter shall become void."
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Article 53-10
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Where a TWSE listed company, pursuant to Article 27 of the Business Merger and Acquisition Act, undergoes a general assignment, or pursuant to Article 185, paragraph 1, subparagraph 2 of the Company Act or other laws or regulations, assigns business or assets, it shall, at least 30 business days prior to the assignment record date, file the application with the TWSE, and may remain listed if all required documents have been submitted to the TWSE, and, after review by the administering department, none of the following conditions is found:
1. The pro forma operating revenue or operating income as stated in the pro forma financial statements audited by a CPA, excluding the business or assets under assignment, for each of the most recent two accounting years, has declined by 50 percent or more, compared with the operating revenue (including discontinued operations) or operating income (including discontinued operations) as stated in the financial statements of the same period.
2. The pro forma operating loss as stated in the pro forma financial statements audited by a CPA, excluding the business or assets under assignment, for each of the most recent two accounting years is greater than the operating loss (including discontinued operations) as stated on the financial statements of the same period.
Where pursuant to the preceding paragraph a TWSE listed company establishes an investment holding company, and the said investment holding company complies with Article 4, paragraph 1, subparagraphs 1, 2, 4, 5, 7, 8, and 9 of the TWSE Regulations Governing the Review of Stock Listing Applications by Investment Holding Companies, and it holds 100 percent of the transferee company's shares, an application shall be filed with the TWSE for amendment of the content of listed securities pursuant to Article 45. However, the provisions of Article 50-1, paragraph 1, subparagraph 5 shall not apply to any change in business scope.
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Article 53-11
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Where a single TWSE listed company, pursuant to Article 31 of the Business Mergers and Acquisitions Act, converts its shares to another newly established or already TWSE listed or TWSE primary listed existing company, and becomes a 100 percent held subsidiary of such newly established or already TWSE listed or TWSE primary listed existing company, after the Competent Authority has given approval, the securities of the newly established or already TWSE listed or TWSE primary listed existing company shall be listed after completion of procedures for listing shares or new shares, and the securities of the original listed company shall be delisted on the record date of the share conversion.
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Article 53-12
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The provisions of the preceding article shall also apply in cases where a single or multiple company(ies) limited by shares convert shares into a newly established or already TWSE listed or TWSE primary listed existing company; provided that if a company(ies) that is neither TWSE listed nor GTSM listed converts shares together therewith, the operating revenue or operating income from said unlisted 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 the said newly established or already TWSE listed or TWSE primary listed existing company for the most recent fiscal year, and the said unlisted company(ies) limited by shares furthermore shall conform to the provisions of all the following subparagraphs:
1. Profitability shall comply with subparagraph 3 of paragraph 1 of Article 4 of the TWSE Rules Governing the Review of Securities Listings.
2. There shall not exist any circumstance specified in subparagraphs 1, 3, 4, 6, 7, 8, or 12 of paragraph 1 of Article 9 of the TWSE Rules Governing the 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 perform auditing and attestation of financial reports of public companies and issued an unqualified opinion from such CPA.
If any company participating in the share conversion is a foreign company that is neither a TWSE (or GTSM) primary listed company nor a TWSE (or GTSM) secondary listed company, Article 53-2, paragraph 2 shall apply mutatis mutandis.
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Article 53-13
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Where a TWSE listed company establishes an investment holding company by means of share conversion pursuant to Article 53-11 or Article 53-12, 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 the TWSE Rules Governing the Review of Listing Applications by Investment Holding Companies before it may be listed.
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Article 53-14
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Where any circumstance in Articles 53-11 through Article 53-13 applies to a company limited by shares, the TWSE listed company whose converted shares are anticipated to account for the greatest proportion of the anticipated issued shares of the newly established or already TWSE listed existing company shall carry out with the TWSE the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and, where the TWSE has inspected all the documents submitted by the company for completeness and its administering 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 book closure date; provided, where shares of a single or multiple TWSE listed or GTSM listed companies 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 TWSE Listed Company Receiving Assignment of Shares shall be completed and filed, along with all specified attachments, with the TWSE no later than 30 trading days prior to (and non-inclusive of) the record date of the share conversion.
2. An Application for Share Transfer Book Closure shall be completed and the TWSE shall directly make an announcement to the market of book closure of the shareholder registers of the TWSE listed company(ies) among the companies participating in the share conversion.
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Article 53-15
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When a company carries out a case pursuant to Article 53-11 through Article 53-13, after the TWSE has examined and approved the application, a written opinion approving the share conversion shall be sent to the company, stating "This approval letter is provided only for purposes of the applicant company filing for registration with the Competent Authority for capital increase and issuance of new shares as a result of share conversion. If the registration fails to become effective, this approval letter shall become void." Provided, where shares of a single or multiple listed or GTSM companies are converted into a newly established company to form an investment holding company, the case shall be submitted directly to the Competent Authority after examination and approval by the TWSE.
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Article 53-16
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Under the circumstances set forth in Article 53-11 through Article 53-13, where before the conversion the company is a TWSE (or GTSM) listed company, those shares already duly placed in centralized custody by directors, supervisors, and major shareholders thereof at the time of initial TWSE (or GTSM) listing shall remain in centralized custody after the conversion until the expiration of the custody period; if before the conversion the company was neither TWSE listed nor GTSM listed, and the total number of shares anticipated to be converted will account for 10 percent or more of the shares already issued and anticipated to be issued by the company that is the transferee of the shares, the centralized custody of shares held by the directors, supervisors, and major shareholders of unlisted company in the company that is the transferee of the shares shall be handled in accordance with Article 53-6.
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Article 53-17
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Where a TWSE listed company, or that company and another company(ies), converts its shares into shares of a company that is not TWSE listed pursuant to Article 31 of the Business Mergers and Acquisitions Act and become that existing company's wholly-owned subsidiary, the TWSE listed company shall file an application with relevant documentation to the TWSE no later than 30 business days before the share conversion record date; trading of its securities shall be suspended beginning two business days before (but non-inclusive of) the book closure date, and shall be delisted beginning from the record date of the share conversion.
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Article 53-18
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If the pro forma post-share-conversion consolidated financial statement for the most recent year of the existing company that is not TWSE listed and that receives a transfer of shares through a share conversion under the preceding article shows that more than 50 percent of its total operating revenue or operating income is derived from the TWSE listed company that participated in the share conversion, and the unlisted existing company meets all of the requirements in each subparagraph of Article 53-2, paragraph 1, the unlisted company's securities may be listed for trading after the TWSE has inspected all the documents submitted by the company for completeness and the TWSE administering department has examined them and found them in compliance with regulations, and the TWSE board of directors has considered and passed the application, and approval has been applied for and obtained from the Competent Authority. Before its securities are TWSE listed, the surviving unlisted company shall deposit its stock in central custody in accordance with Article 10 of the TWSE Rules Governing Review of Securities Listings.
If shares of any company that is neither TWSE listed nor GTSM listed are being converted together with a share conversion under the preceding paragraph, that unlisted company shall also comply with all of the requirements in each subparagraph of Article 53-2, paragraph 1.
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Article 53-19
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If a TWSE listed company that has carried out a demerger of one or more departments capable of operating independently pursuant to applicable law wishes to continue listed trading of its TWSE listed securities, or if the existing company or newly incorporated company that acquired the business of the aforesaid department(s) after the demerger (the "transferee company of the demerger") 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 demerger and for TWSE listing.
The provisions of the preceding paragraph shall also apply where a single TWSE listed company demerges simultaneously into multiple transferee companies of the demerger, or multiple TWSE listed companies carry out demergers simultaneously to a single transferee company of the demergers.
A TWSE listed company to which any circumstance set forth in paragraph 1 or paragraph 2 applies shall apply to the TWSE at least 30 business days before the record date of the demerger. Where the TWSE has inspected all the documents submitted by the company for completeness and its administering department has examined them and found them to be free of all of the [negative] criteria set out in the subparagraphs below, the company may continue to be listed:
1. The pro forma operating income (including discontinued operations) or pro forma operating revenue (including discontinued operations) as shown on the pro forma financial statements for each of the most recent two accounting years excluding the financial data for the demerged department(s) and audited by a CPA, is down by 50 percent or more from the operating income shown on the financial statements for the same period.
2. The pro forma operating loss (including discontinued operations) as shown on the pro forma financial statements for each of the most recent two accounting years excluding financial data for the demerged department(s) and audited by a CPA, is greater than the operating loss shown on the financial statements for the same period.
When a TWSE listed company to which any circumstance set forth in paragraph 1 or paragraph 2 applies files an application for continuation of listing, it shall submit an opinion of an independent expert on the share exchange ratio for the demerger, the reasonableness of the acquisition price, and the effect on the shareholders’ equity of the TWSE listed company.
Except under any of the circumstances listed below, a TWSE listed company to which any circumstance set forth in paragraph 1 or 2 applies shall file to carry out the procedures for the demerger 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 demerger 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 demerger (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 TWSE listed company demerges but does not carry out a capital reduction, and issue of replacement shares is unnecessary.
2. Where the demerger of the TWSE listed company does not involve subsequent confirmation of the shareholder register, or there is no difference in shareholder equity before and after the record date of the share transfer book closure, and suspension of margin purchase and short sale or compulsory covering of short sale positions are unnecessary.
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Article 53-20
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Where a TWSE listed company establishes an investment holding company for reasons of carrying out a demerger under Article 53-19, paragraph 1 or 2, the TWSE listed company that undergoes the demerger may continue to be listed if it complies with Article 4, paragraph 1, subparagraphs 1, 2, 4, 5, 7, 8, and 9 of the TWSE Regulations Governing the Review of Stock Listing Applications by Investment Holding Companies; the provisions of paragraph 3 of the preceding article shall not apply.
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Article 53-21
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Where a TWSE listed company carries out capital reduction due to a demerger referred to in Article 53-19, 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 demerged company on a pro-rata basis, approval may be given for TWSE listing and trading of the securities of the newly incorporated transferee 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 the TWSE Rules Governing the Review of Securities Listings:
1. Capitalization: the share 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 the TWSE Rules Governing the Review of Securities Listings.
2. Profitability: complies with the provisions of Article 4, paragraph 1, subparagraph 3 of the TWSE Rules Governing the Review of Securities Listings, according to the pro forma financial statement.
3. No circumstance in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, 8, 9, 11, or 12 of the TWSE Rules Governing 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 auditing and attestation of financial reports 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 the TWSE Rules Governing the Review of Securities Listings.
When a demerged listed company undergoes a demerger, if the period of listing, or the combined period of listing and GTSM-listing, of its securities is no less than three years, the newly formed transferee company of the demerger may, within one year from the day of completion of amendment registration of the demerger, submit an application for TWSE listing accompanied by relevant documents to the TWSE in accordance with prescribed procedures. The securities of this newly formed transferee company may be publicly announced for listing after the TWSE has inspected all the documents submitted by the company for completeness and the TWSE administering department has examined them and found them in compliance with regulations, and the TWSE board of directors has considered and passed the application, and approval has been applied for and obtained from the Competent Authority.
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Article 53-22
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If a TWSE listed company conducting a demerger under Article 53-19, paragraph 1 or 2 does not carry out a capital reduction or carries out only a partial reduction, the newly formed transferee company of the demerger, when applying to the TWSE for listing, shall comply with all of the below-listed conditions:
1. Incorporation period: the time of incorporation of the demerged department, as shown in the financial data of the demerged company, shall comply with Article 4, paragraph 1, subparagraph 1 of the TWSE Rules Governing the Review of Securities Listings.
2. Capitalization: the share 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 the TWSE Rules Governing the Review of Securities Listings.
3. Profitability: complies with the provisions of Article 4, paragraph 1, subparagraph 3 of the TWSE Rules Governing the Review of Securities Listings, according to the pro forma financial statement.
4. Shareholding dispersion: shall comply with Article 4, paragraph 1, subparagraph 4 of the TWSE Rules Governing the Review of Securities Listings.
5. None of the circumstances set forth in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, 8, 9, 11, or 12 of the Rules Governing Review of Securities Listings exists, nor is there any of the circumstances set forth in Articles 18 or 19 of the same Rules under which listing is inappropriate.
6. 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 auditing and attestation of financial reports for public companies, and an audit report containing an unqualified opinion issued.
7. 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 the TWSE Rules Governing the Review of Securities Listings.
If more than one TWSE listed company carry out demergers and makes transfers to a single transferee on the same record date, the calculation of the incorporation period provided in subparagraph 1 of the preceding paragraph shall be based upon the TWSE listed company that transferred the business of which the operating revenue or operating income accounts for 50 percent or more of the total operating revenue of the transferee 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 demerged, that with the longer period of incorporation may be selected as the basis for calculation.
When a demerged listed company undergoes a demerger, if the period of TWSE listing, or the combined period of TWSE listing and GTSM listing, of its securities is no less than three years, the transferee company of the demerger may, within one year of the day of completion of amendment registration of the demerger, submit an application for TWSE listing accompanied by relevant documents to the TWSE in accordance with prescribed procedures; procedures for reviewing such listing application case shall be governed by the TWSE Procedures for Review of Securities Listings.
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Article 53-23
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When a TWSE listed company conducts a demerger under Article 53-19, paragraph 1 or 2, if the transferee company of the demerger is an existing company and the operating revenue or operating income of a single TWSE listed company of which it is the transferee 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 operating revenue or discernible assets of the demerged company, the said existing company, when applying to the TWSE for listing, shall comply with all the requirements of each paragraph of the preceding article.
The pro forma financial statements of the existing company as referred to in the preceding paragraph shall be prepared as consolidated statements with those of the single or multiple independently operating departments of the TWSE listed company of which it is the transferee.
Paragraphs 2 and 3 of the preceding article shall apply mutatis mutandis to the calculation of the incorporation period and procedures for the TWSE listing application of the transferee company of a demerger.
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Article 53-24
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In event that a transferee company of a demerger is unable to apply to the TWSE for listing in accordance with any of the preceding three articles, its TWSE listing may be publicly announced when it meets all the requirements of the following subparagraphs, and after it has been reviewed by the TWSE administering department and found in compliance with regulations, and the TWSE board of directors has considered and passed the application, and approval has been applied for and obtained from the Competent Authority.
1. At the time of the submission of the TWSE listing application, three years have not elapsed since the day of completion of amendment registration of the demerger.
2. The TWSE listed company undergoing the demerger, one business day prior to the demerger, had market capitalization of not less than NT$20 billion or its shareholders equity was stated at not less than NT$10 billion on the financial statement audited (or reviewed) by a CPA for the most recent period.
3. The shareholders equity of the transferee company of the demerger is stated at not less than NT$5 billion on the financial statement audited (or reviewed) by a CPA for the most recent period.
4. The transferee company of the demerger complies with all the requirements of each subparagraph of Article 53-22, paragraph 1.
The transferee company of the demerger referred in the preceding paragraph is exempted from the requirement under Article 2-1, paragraph 1 of the TWSE Rules Governing Review of Securities Listings to first have applied and had its stock registered and traded as emerging stock on the GTSM for not less than 6 months.
The transferee company of the demerger shall follow procedures for placement of shares in custody and for pre-listing public sale in accordance with Article 10 or 10-1, and Article 11, of the TWSE Rules Governing Review of Securities Listings, provided that underwriting may be carried out for stock already publicly offered and issued by the company.
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Article 53-25
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If a TWSE listed company conducting a demerger under Article 53-22 or Article 53-23 acquires new shares issued by the transferee company of the demerger, and within one year from the date on which the amendment registration in connection with the demerger is completed, the cumulative total of equity interest from cash capital increase that is sold or waived by the TWSE listed company reaches 20 percent or more of the equity interest acquired as a result of the demerger, such sale or waiver shall be approved by a shareholders meeting resolution.
The resolution referred in the preceding paragraph shall be reported to the Internet information reporting website designated by the TWSE within the time period prescribed by the TWSE. The report content shall disclose the counterparty and transaction price of the sales, or relevant information such as an explanation regarding the method for deciding on, and reasonableness of, the cash capital increase issue price and of any waiver of cash capital increase.
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Article 53-26
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Where a TWSE listing application by a transferee company of a demerger is rejected by the TWSE, the applicant company may, within 20 days from the issuance date of the TWSE's rejection notice letter, submit relevant materials along with a request to the TWSE for reconsideration on the basis that the grounds for the original rejection were erroneous. The TWSE shall follow the provisions of the below subparagraphs after accepting the applicant's reconsideration application for processing:
1. For a request for reconsideration of a listing application pursuant to Article 53-21 or Article 53-24, the administering department shall review whether the grounds for the original rejection decision were erroneous and whether any other conditions have subsequently arisen rendering the applicant unsuitable for listing.
2. A request for reconsideration of a listing application pursuant to Article 53-22 or Article 53-23 shall be governed by subparagraphs 3 to 7 of Article 27 of the TWSE's Procedures for Review of Securities Listings.
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Article 53-27
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If a transferee company of a demerger fails to apply to the TWSE for listing in accordance with prescribed procedures, annexing relevant documents, within the time periods set out in Article 53-21 through Article 53-24, it may separately do so in compliance with the relevant provisions of the TWSE Rules Governing the Review of Securities Listings, but provisions of Article 53-22, paragraph 1, subparagraph 1 or Article 53-22, paragraph 2 may respectively apply mutatis mutandis to the calculation of the incorporation period thereof.
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Article 53-28
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Within two years from the commencement date of TWSE (or GTSM) listed trading of securities of a transferee company of a demerger of a TWSE listed company pursuant to any of Articles 53-21, 53-22, or 53-23 herein, or to Article 16-3 of the GreTai Securities Market Rules Governing Securities Trading on the GTSM, any transferee company of any further demerger of the TWSE listed company may not apply for listing of its securities pursuant to Article 53-21 through Article 53-23.
Where a GTSM listed company carries out a demerger and the transferee company of the demerger applies for TWSE listing, the applicable provisions of the TWSE Regulations for the Review of Securities Listings and Procedures for the Review of Securities Listings shall be complied with.
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Article 53-29
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If a TWSE listed company, after carrying out a demerger, wishes to apply for delisting of its securities, or the company is extinguished due to the demerger of its entire operations or assets, the TWSE will delist the securities after applying and obtaining approval from the Competent Authority pursuant to Article 144 of the Securities and Exchange Act.
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Article 53-30
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Where a TWSE primary listed or TWSE secondary listed company, pursuant to the laws and regulations of the country in which it is registered, transfers equity interest in a subsidiary company and the transfer of equity results in a decline by 25 percent or more in the operating income or operating revenue as stated in the consolidated financial statements for the most recent accounting year, or undergoes a demerger or general assignment, it shall, at least 30 trading days prior to the effective date of transfer of equity interests, the demerger record date, or the assignment record date, file the application with the TWSE, and may remain listed if all required documents have been submitted to the TWSE, and, after review by the administering department, none of the following conditions is found:
1. The pro forma operating revenue or operating income as stated in the pro forma consolidated financial statements audited by a CPA, excluding the already transferred assets (operating departments or equity investments), for each of the most recent two accounting years, has declined by 50 percent or more, compared with the operating revenue or operating income as stated in the financial statements of the same period.
2. The pro forma operating loss as stated in the pro forma consolidated financial statements audited by a CPA, excluding the excluding the already transferred assets (operating departments or equity investments), for each of the most recent two accounting years is greater than the operating loss as stated on the financial statements of the same period.
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Article 53-31
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Where a single TWSE listed company is converted into a financial holding company pursuant to Article 29 of the Financial Holding Company Act, and after the TWSE has reported to and obtained approval from the Competent Authority, the securities of the financial holding company shall be listed for trading on the TWSE from the record date of the share conversion, and the securities of the original TWSE listed company shall be delisted on the same date.
The provisions of the preceding paragraph shall also apply in cases where multiple TWSE listed or GTSM listed companies, at least one of which is a TWSE listed company, are converted into a single financial holding company. However, if any company that is neither TWSE listed nor GTSM listed is converted together with other TWSE listed or GTSM listed companies, such unlisted company shall conform to the following conditions:
1. It shall be free of any of the circumstances specified in subparagraphs 1, 3, 4, 6, 8, or 12 of paragraph 1 of Article 9 of the TWSE's Rules Governing the Review of Securities Listings.
2. Its financial reports for the most recent fiscal year shall have been audited by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports of public companies, and have received an unqualified opinion from such CPA.
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Article 53-32
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Where shares of a single or multiple company(ies) limited by shares are converted into shares of a TWSE 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 the TWSE according to the procedures prescribed in Article 53-33 hereof. After the TWSE has obtained approval from the Competent Authority, the listed securities shall be delisted 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 company limited by shares that is neither TWSE listed nor GTSM listed that participates in the share conversion shall conform to the requirements set forth in paragraph 2 of Article 53-31.
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Article 53-33
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If any circumstance in the preceding two articles applies to a TWSE listed company(ies), the TWSE 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 the TWSE the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and, after the TWSE has obtained approval from the Competent Authority, the trading of such company's(ies') original TWSE 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 TWSE Listed Company Converted into a Financial Holding Company shall be completed and filed, along with all specified attachments, with the TWSE at least fifteen trading days prior to (and non-inclusive of) the record date of the share conversion.
2. A Declaration of Book Closure of Share Transfer Registrations shall be completed and filed by (inclusive of) the application date in the preceding subparagraph. The TWSE shall directly make an announcement to the market of book closure of the shareholder registers of the TWSE listed companies participating in the conversion into a financial holding company.
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Article 53-34
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Where any circumstance set forth in Article 53-31 or Article 53-32 applies to a company limited by shares participating in the share conversion and the company was a TWSE listed or GTSM listed company before the conversion, then the shares of the directors, supervisors, and major shareholders of the company shall be placed in centralized custody pursuant to Article 53-16. 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.
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Article 53-35
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A financial holding company established after conversion and meeting the requirements of Article 13 of the TWSE Criteria Governing Information to be Published in Prospectuses for Initial Applications for Securities Listing, or a financial holding company converted from a single TWSE listed company or multiple TWSE listed or GTSM listed companies, may prepare a simplified prospectus.
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Article 53-36
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Where a financial holding company is established by means of transfer of operations by a TWSE 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 transferred company, an application for amendments to TWSE listed securities, accompanied by relevant documentation, shall be filed with the TWSE 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.
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