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Operating Rules of the Taiwan Stock Exchange Corporation(2010.11.08) |
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Article 46
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Where a listed company closes the books on changes to the shareholders register in accordance with Article 165 of the Company Act, it shall, before the last date the shareholders register may be changed and within the time period required by the TWSE, publicly announce on the website reporting system designated by the TWSE 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 the TWSE 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 the TWSE, 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 country of registration, 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 book closure of the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or of distribution of profit on a special purpose trust, or when a special purpose company sets a record date for book closure for 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 book closure of the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or distribution of income.
When an offshore fund institution, for purposes of holding a beneficial owners meeting or shareholders meeting of an offshore exchange-traded fund, or for distribution of income or dividends, sets the record date for book closure period of the register of beneficial owners or register of shareholders or for a distribution of income or dividends, the provisions of paragraph 1 shall apply mutatis mutandis to the master agent appointed by the offshore fund institution.
When an offshore fund institution entrusts its master agent to make any public announcement of a matter under the preceding paragraph, if, due to any subsequent change or to a failure to make the public announcement by the deadline under TWSE regulations, any trade dispute occurs and a party to the trade suffers any loss, the offshore fund institution and the master agent shall without exception be held fully liable.
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Article 47
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A listed company shall provide the following information within the prescribed time period:
1. With the exception of announcements of book closure of the shareholders' register because of the convening of a regular shareholders' meeting, special shareholders' meeting, or target date fixed by the company for distribution of dividends, bonus, or other benefits under Article 165 of the Company Act, for which it is not necessary to send the downloaded information to the TWSE, for all other announcements related to the rights and obligations of shareholders, the relevant particulars shall be entered into the Internet information reporting system designated by the TWSE, and the downloaded information shall be sent to the TWSE. Where particulars that should be publicly announced were not announced, or where the announced items were not sufficiently explanatory, the TWSE may inform the company to make the announcement or to supplement or amend the announcement.
2. Before convening a shareholders meeting, the board meeting minutes along with the public announcement of book closure of the shareholders' register shall be entered into the Internet information reporting system designated by the TWSE in accordance with the preceding article.
3. Within twenty days of the general shareholders meeting, two copies of the annual report to the shareholders meeting shall be submitted.
4. Where approval is granted for the issuance of securities, at least 2,000 copies of the prospectus shall be submitted; provided, a company that opts to transmit the materials in the form of electronic files and that has complied with the applicable provisions of the Criteria Governing Information to be Published in Public Offering and Issuance Prospectuses may submit only 4 printed copies.
5. Two copies of the documents, reports or forms required to be provided to the TWSE pursuant to paragraph 4 of Article 36 of the Securities and Exchange Act, and when the annual financial reports are submitted, two copies of the consolidated financial statements of the affiliates shall be provided; where financial reports are submitted, the company shall produce and provide the list of companies which it controls or is a subsidiary of, their profit-seeking enterprise uniform numbers, and the stock codes of TWSE listed and GTSM listed companies which each respective company holds and the total shareholdings thereof at the end of the quarter. And where the related enterprises of such company make increases or decreases in shareholdings, such changes shall be reported to the TWSE within 20 days of the change.
6. Other information as required by the Competent Authority and the TWSE.
Where a listed company issuing overseas stocks on an overseas stock exchange is required by the laws and regulations of the jurisdiction in which the listing is to take place to provide or disclose certain information, a copy of such information shall be provided to the TWSE within two days after such information has been so provided.
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Article 49-1
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If any of the circumstances listed below apply to a primary listed company, the TWSE 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 the country where it is registered.
6. If the situation in Article 28-8, paragraph 1, subparagraph 4 of the TWSE 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 the TWSE.
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 the TWSE is aware of the situation.
9. Explanations in a press conference concerning material information fail to clarify the points in question and the TWSE deems it necessary to protect the rights and interests of investors.
10. The TWSE 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, the TWSE 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 the TWSE 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 the TWSE.
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, the TWSE shall file with the Competent Authority for recordation.
After a primary listed company, under Article 28-7 of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, adds in its articles of incorporation, organizational documents, or important financial or business documents any important matters as designated by the TWSE in connection with the protection of shareholders equity, it shall submit the draft amendment with a legal opinion by a lawyer regarding important matters in connection with the protection of shareholders equity of its articles of incorporation, organizational documents, or important financial or business documents to the TWSE 15 days before the notice or announcement of the shareholders meeting. If the TWSE deems that the draft amendment is likely to impair shareholders equity, it may issue an opposing opinion to the draft amendment. If the primary listed company, without the prior approval of the TWSE, fails to submit the draft amendment by the above-stated deadline, the TWSE may impose a penalty of NT$30,000.
If the TWSE deems that any content of a primary listed company's articles of incorporation, organizational documents, or important financial or business documents is likely to impair shareholders equity, it may require the primary listed company to amend its articles of incorporation, organizational documents, or important financial or business documents by a deadline. If the primary listed company fails to amend its articles of incorporation, organizational documents, or important financial or business documents by the deadline, the TWSE may impose a penalty of NT$30,000, and further impose a deadline for amendment of the articles of incorporation, organizational documents, or important financial or business documents. If the primary listed company still fails to amend the articles of incorporation, organizational documents, or important financial or business documents by the deadline, the TWSE may designate its listed stock as securities placed under an altered trading method. However, if in an individual case the circumstances of the impairment to shareholder equity are serious, the TWSE may proceed directly to designate the listed stock as securities placed under an altered trading method, without first imposing the penalty.
When listed stock of a primary listed company is designated as securities placed under an altered trading method because of circumstances in paragraph 5, then once the articles of incorporation, organizational documents, or important financial or business documents have been amended so that there is no longer any likelihood of impairment to shareholder equity, nor is there any other of the circumstances set out in the subparagraphs of paragraph 1, the TWSE may resume normal trading of the company's listed stock.
When the TWSE designates the listed stock of any primary listed company as securities placed under an altered trading method pursuant to paragraph 5, or resumes normal trading of its listed stock pursuant to paragraph 6, it shall report to the competent authority for recordation within one month after executing the measure.
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, the TWSE 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, the TWSE may place its listed securities under an altered trading method and the provisions of paragraph 3 shall apply mutatis mutandis.
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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 the country where it is registered.
2. Declaration of bankruptcy by a final and unappealable court ruling in the country where it is registered.
3. A ruling of the court in the country where it is registered 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 country where the issuer is registered 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 stock or Taiwan Depositary Receipts listed on the TWSE by a secondary listed company exceeds 50 percent of the total number of its issued shares.
7. 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, at least the foreign issuer and all of its directors with the exception of independent directors 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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