|
Article 43
|
After the TWSE has approved the listing of securities by an Issuing Company, and the Agreement for Listing has been signed and taken effect, such company shall be a listed company. In addition to the payment of listing fees in accordance with the Agreement for Listing, upon the notice of the TWSE, such Issuing Company shall upload an electronic file of the prospectus onto the Internet information reporting system designated by the TWSE and shall deliver a physical copy of the full prospectus to the TWSE for its distribution to securities firms. Further, 1 day prior to the listing of such securities, the Listing Company shall report information related to the listing to the Internet information reporting system designated by the TWSE, and shall send the downloaded information to the TWSE.
The public announcement referred to in the preceding paragraph shall include the name of the company, type of listed securities, volume, rights, obligations, date of listing, date, and document reference number of the issuance approval letter issued by the Competent Authority, name of the agency handling share transfer matters, name of the underwriter, underwriting period, price, volume, and other matters to be publicly announced.
In a case of an Issuing Company applying for initial listing, after the Agreement for Listing takes effect, if the company fails to have its stock listed for trading within 3 months from the date of the written notice by the TWSE, its listing case shall be voided, and the matter shall be reported to the Competent Authority for recordation. However, with valid reasons, and upon the approval of the TWSE, the period may be extended for a single term of 3 additional months, which shall be reported to the Competent Authority for recordation. The suspension period referred to in paragraph 4 shall not be counted.
With respect to the Issuing Company as referred to in the preceding paragraph or a foreign issuer and its depositary institution, if prior to the commencement of listed trading of its stocks or Taiwan Depositary Receipts, specific evidence is discovered showing a likelihood of the existence, whether before or after its Agreement for Listing becomes effective, of a circumstance under any subparagraph of the TWSE Rules Governing the Review of Securities Listings that renders listing inappropriate, then the TWSE may proceed to provisionally postpone the listing and trading of its stocks or Taiwan Depositary Receipts, and conduct an audit and simultaneously report to the Competent Authority for recordation. If the Issuing Company or the foreign issuer and its depositary institution refuse to undergo audit by the TWSE or to supply the necessary information, or the investigation confirms the existence of any circumstance that renders listing inappropriate, the TWSE may void its Agreement for Listing or delist it, and report to the Competent Authority for recordation. If investigation confirms that no circumstance that renders listing inappropriate exists, the TWSE may notify the Issuing Company, or the foreign issuer and its depositary institution, to resume conducting matters relating to listing and trading, and report to the Competent Authority for recordation, provided that if any uncertainty remains concerning any matter that would render listing inappropriate, the TWSE may continue to postpone the listing and trading of its stock or Taiwan depositary receipts.
The listed securities shall be assigned by the TWSE a code number, and an abbreviated name for uniform usage.
The provisions of paragraphs 1, 2, and 5 of this Article shall apply mutatis mutandis to applications by SITEs for listing of beneficial certificates, applications by foreign issuers and their depositary institutions for listing of Taiwan Depositary Receipts, applications by offshore fund institutions, through the master agents appointed by them, for listing of beneficial certificates of offshore exchange-traded funds, and applications by foreign issuers for secondary listings of stocks or listings of bonds.
If a foreign issuer applies to list stocks on a primary listing basis and its application is reviewed and approved by the TWSE, then after its listing contract has been signed and taken effect, that company is deemed a primary listed company, and unless otherwise provided, shall be subject mutatis mutandis to the provisions of this Chapter regarding a TWSE listed company.
The governing of foreign issuers referred to in the preceding paragraph following the listing of their stocks, and other relevant matters, shall be prescribed separately in other rules and bylaws by the TWSE.
|
|
Article 43-2
|
After the TWSE has approved an application by a trustee institution for listing of beneficial securities issued by it or an application by a special purpose company for listing of asset-backed securities issued by it, and the Agreement for Listing has been signed and taken effect, listing fees shall be paid in accordance with the Agreement for Listing, and, upon receiving notice from the TWSE, the issuer shall upload an electronic file of the prospectus onto the Internet information reporting system designated by the TWSE and shall deliver a physical copy of the full prospectus to the TWSE for distribution to securities firms. Further, 1 day prior to the date it has set with the TWSE for commencement of listing for trading, the trustee institution or special purpose company shall report information related to the listing onto the Internet information reporting system designated by the TWSE, and shall send the downloaded information to the TWSE.
The information related to listing referred to in the preceding paragraph shall include the following particulars:
1. Date and reference number of the Competent Authority's approval of issuance.
2. Date of commencement of listing for trading.
3. Names, addresses, telephones, and Internet addresses of the trustee institution and the trust supervisor or the special purpose company and the supervisory institution.
4. Name, address, telephone, and Internet address of the originator.
5. Date of issue and period of validity.
6. Total monetary amount and total number of units to be issued.
7. Summary data of the beneficial securities or asset-backed securities.
8. Asset pool contents.
9. Name, address, and telephone of the service institution and backup service institution.
10. Name, address, and telephone, of the securities underwriter; underwriting period, price, and volume.
11. Any other particulars required to be publicly announced.
In cases of applications by trustee institutions for listing of beneficial securities issued thereby or by special purpose companies for asset-backed securities issued thereby, after the Agreement for Listing has taken effect, if the securities are not listed for trading in accordance with provisions within 3 months from the date of the written notice by the TWSE, the listing shall be cancelled, and the matter shall be reported to the Competent Authority for recordation. With legitimate reasons, and upon approval by the TWSE, the period may be extended for a single term of 3 additional months, which shall be reported to the Competent Authority for recordation. However, a suspension period referred to in paragraph 4 shall not be counted therein.
Before the commencement of listing for trading of beneficial securities or asset-backed securities under the preceding paragraph, if concrete evidence is discovered of the likelihood of existence, before or subsequent to the effectiveness of the Agreement for Listing, of any circumstance under which listing would be inappropriate, or if the Competent Authority voids or revokes the effective registration or approval for the public offering, the TWSE may suspend the listing of the beneficial securities or asset-backed securities, conduct an investigation, and file a report with the Competent Authority for recordation. In the event the trustee institution or special purpose company refuses to submit to investigation by the TWSE or to supply necessary information, or the circumstances inappropriate to listing are verified through investigation, the TWSE may void its Agreement for Listing or delist the securities, and report to the Competent Authority for recordation. In the event it is shown upon investigation that there are no inappropriate circumstances for listing, the TWSE may notify the institution or company to resume the listing process, and report to the Competent Authority for recordation. However, where there remains any uncertainty about appropriateness for listing, the TWSE may continue to suspend the listing of the beneficial securities or asset-backed securities for trading.
Listed beneficial securities and asset-backed securities shall be assigned by the TWSE a code number and an abbreviated name for uniform usage.
|
|
Article 43-3
|
After the TWSE has approved an application by a real estate securitization trustee institution for listing of REIT beneficial securities or REAT beneficial securities offered and issued by it, and the Agreement for Listing has been signed and taken effect, listing fees shall be paid in accordance with the Agreement for Listing, and, upon receiving notice from the TWSE, the issuer shall upload an electronic file of the prospectus onto the Internet information reporting system designated by the TWSE and shall deliver a physical copy of the full prospectus to the TWSE in the number of copies prescribed by the TWSE.
Further, by the business day prior to the date it has set with the TWSE for commencement of listing for trading, the real estate securitization trustee institution shall report information related to the listing onto the Internet information reporting system designated by the TWSE, and shall send the downloaded information to the TWSE.
The information related to listing referred to in the preceding paragraph shall include the following particulars:
1. Date and reference number of the Competent Authority's approval of issuance.
2. Date of commencement of listing for trading.
3. Names, addresses, and telephones of the trustee institution and the originator institution that entrusted the real estate management.
4. Date of issue and period of validity.
5. Total monetary amount and total number of units to be issued.
6. Basic policies, scope, and investment strategy for utilization of the fund, or method of management and disposition of the trust property.
7. Method of calculation and public announcement of net asset value per beneficial unit.
6. Kinds, times, and payment methods of distributions of yield on REIT fund investment or method of distribution of trust property capital or any benefits, interest, or other income derived therefrom.
9. Name, address, and telephone, of the securities underwriter; underwriting period, price, and volume.
10. Any other particulars required to be publicly announced.
In cases of applications by real estate securitization trustee institutions for listing of REIT beneficial securities or REAT beneficial securities offered and issued thereby, after the Agreement for Listing has taken effect, if the securities are not listed for trading in accordance with provisions within 3 months from the date of the written notice by the TWSE, the listing shall be cancelled, and the matter shall be reported to the Competent Authority for recordation. With legitimate reasons, and upon approval by the TWSE and approval for recordation by the Competent Authority, the period may be extended for a single term of 3 additional months, which shall be reported to the Competent Authority for recordation. However, a suspension period referred to in paragraph 4 of this article shall not be counted therein.
Before the commencement of listing for trading of REIT beneficial securities or REAT beneficial securities under the preceding paragraph, if concrete evidence is discovered of the likelihood of existence, before or subsequent to the effectiveness of the Agreement for Listing, of any circumstance under which listing would be inappropriate, or if the Competent Authority voids or revokes the approval for offering and issuance, the TWSE may suspend the listing of the beneficial securities, conduct an investigation, and file a report with the Competent Authority for recordation. In the event the securitization trustee institution refuses to submit to investigation by the TWSE or does not cooperating in supplying necessary information, or the circumstances inappropriate to listing are verified through investigation, the TWSE may void its Agreement for Listing or delist the securities, and report to the Competent Authority for recordation. In the event it is shown upon investigation that there are no inappropriate circumstances for listing, the TWSE may notify the institution to resume the listing process, and report to the Competent Authority for recordation. However, where there remains any uncertainty about appropriateness for listing, the TWSE may continue to suspend the listing of the beneficial securities for trading.
Listed REIT beneficial securities and REAT beneficial securities shall be assigned by the TWSE a code number and an abbreviated name for uniform usage.
|
|
Article 48
|
Within 2 days of the occurrence or of the effectiveness of the following events, a listed company shall report to the TWSE:
1. Where any of the conditions specified in Article 49 and Article 50 of these Rules occurs.
2. Amendment of its articles of incorporation, or increase/decrease of capitalization.
3. Issuance of preferred classes of shares, or the issuance, maturity or redemption of corporate bonds, or the conversion of convertible bonds into shares in accordance with its terms.
4. Addition or reduction or substitution in value of the security for the bond.
5. The reaching of a resolution referred to in Article 185 of the Company Act, the purchase of shares referred to in Article 186 of the Company Act, or the negotiation and determination of the purchase price of shares referred to in Article 187 of the Company Act.
6. Any action of the promoters or directors that under the Company Act carries liability for damages.
7. Any resolutions of the normal or special meeting of shareholders which have been revoked by a court in accordance with the law.
8. Where reports are made to the Competent Authority pursuant to Article 25, and paragraph 2 of Article 36 of the Securities and Exchange Act.
9. Any judicial decision on the reported loss of, and deprivation of rights for listed securities, or the attachment or provisional attachment thereof, or its holder is adjudicated to be bankrupt.
A SITE to which any of the following conditions applies shall report to the TWSE:
1. Any changes in the specimen certificate of a beneficial certificate.
2. Any events specified in Article 19 or Article 32 of the Regulations Governing Securities Investment Trust Funds.
3. Any events specified in Article 35, Article 36, Article 50, or Article 52 of the Rules Governing Securities Investment Trust Enterprises.
Upon receiving any notice made pursuant to the preceding two paragraphs, or where it learns such information from other sources, in order to provide reference material to the public, the TWSE shall, in addition to processing the matter in accordance with regulations or reporting to the Competent Authority for its disposal, publicly announce the matter or notify the listed company in writing to report it on the Internet information reporting system designated by the TWSE.
|
|
Article 49
|
If any of the following circumstances applies to a listed company, the TWSE may place its listed securities under an altered trading method:
1.The latest individual financial report, as registered and publicly announced in accordance with Article 36 of the Securities and Exchange Act, shows that its net worth is less than one-half of its share capital stated on the financial report. However, when a listed company records as a deduction from shareholders equity the cost of shares bought back by it pursuant to Article 28-2 of the Securities and Exchange Act or of shares held in said listed company by subsidiaries thereof, the par value of treasury stock held in said listed company by the listed company and subsidiaries thereof may be deducted from the share capital stated on the financial report in the calculation of the above-stated ratio. When stock subscription proceeds are recorded as an addition to shareholders equity, the par-value share-issue equivalent of the stock subscription proceeds shall be added to the calculation of the share capital in the calculation of the above-stated ratio.
2. A shareholders meeting has not been held within 6 months after the end of the fiscal year.
3. Where an audit or review report issued by the CPA for the latest-period financial report publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act indicates substantial doubt about the going-concern assumption, or the certifying CPA issues a qualified audit report for the semi-annual or annual financial reports, or for a company other than a holding company issues a qualified review report for the semi-annual consolidated financial report, as publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act, because there were restrictions on the scope of the audit, or because the accountant deems there to be anything improper in the choices of accounting policies by the management or in the disclosure of the financial statement; however, this restriction shall not apply to a semi-annual financial report where the CPA has issued the qualified audit report for the reason that an amount of long-term equity investment and profit/loss thereupon is calculated on the basis of statements of the invested company that have not been certified by a CPA, and the certifying CPA fully discloses in the audit report the reasons for the qualified opinion and the monetary amounts of any accounting items that may be affected thereby, and no material irregularities are present. However, if an above-mentioned invested company is a major subsidiary included in the preparation of the consolidated statement or a subsidiary of a financial holding company, its semi-annual financial report shall also be reviewed or audited by a CPA in accordance with applicable laws and regulations.
4. Violation of relevant rules concerning the material information of a listed company, and failure to rectify the situation within the specified time after having been notified to proceed with disclosure process, and such violation was serious.
5. Two-thirds or more of the directors or supervisors have been provisionally ordered to be suspended of the performance of their authorities and duties.
6. An application for re-organization has been filed to the court in accordance with Article 282 of the Company Act.
7. Half or more of the directors have changed, such that any of the following circumstances exists, and it fails to make improvement within a specified time period ordered by the TWSE:
(1) The shareholding is too concentrated to meet the then-current shareholding dispersion criteria for listing.
(2) The newly appointed directors, supervisors, or president meet any of the conditions under Article 9, paragraph 1, subparagraph 8 of the TWSE Rules Governing the Review of Securities Listings.
8. The company is unable to punctually pay for the common corporate bonds or convertible corporate bonds which have matured or which the creditors requested it to redeem.
9. Dishonor of a negotiable instrument by a financial institution because of insufficient funds on deposit, where the TWSE is aware of such dishonor.
10. After a demerger, the paid-in capital of an ordinary company or a technology company fails to comply with Article 4, paragraph 1, subparagraph 2 or Article 5, subparagraph 1, respectively, of the Rules Governing the Review of Securities Listings.
11. The number of companies held by an investment holding company falls below two companies; provided, for investment holding companies created as the result of share conversion, sale and assignment, transfer of business, or demerger, this shall not apply within 1 year of the date of listing for trading.
12. Failure to abide by an undertaking to purchase the shares of minority shareholders of a TWSE listed (or GTSM listed) subsidiary in which it has shareholding of more than 70 percent.
13. Failure to handle shareholder services matters in compliance with Article 44, paragraph 3, or discovery in an audit by Taiwan Depository & Clearing Corporation of deficiencies and failure to make corrections by a deadline imposed for making corrections for a serious violation in a specific case.
14. Where explanations given in a press conference concerning material information fail to clarify points in question, and the TWSE deems it necessary to protect the rights and interests of investors.
15. Upon other necessary reasons as determined by the TWSE.
If securities of a listed company have been placed under an altered trading method because of a circumstance in a subparagraph of the preceding paragraph, upon satisfaction of the below conditions, and freedom of any other of the above circumstances, the TWSE may resume trading of the company's securities by the normal trading method:
1. Where the change of trading method was ordered pursuant to subparagraph 1 of the preceding paragraph, the individual financial reports for the most recent two periods registered and publicly announced pursuant to Article 36 of the Securities and Exchange Act each shows net worth exceeding NT$300 million and reaching one-half or more of the share capital stated on the financial report, and the operations for exchange of securities upon capital reduction are completed.
2. Where the change of trading method was ordered pursuant to subparagraph 2 of the preceding paragraph, and the shareholders meeting has been held.
3. Where the change of trading method was ordered pursuant to subparagraph 3 of the preceding paragraph, and due to supplementation or correction, the circumstances specified in that subparagraph no longer exist.
4. Where the change of trading method was ordered pursuant to subparagraph 4 of the preceding paragraph, and disclosure proceeding is commenced in compliance with the notice.
5. After the trading method was changed pursuant to subparagraph 5 of the preceding paragraph, the preliminary injunction order was cancelled by the court and one-third or more of the directors or supervisors are able to perform their authorities and duties.
6. After the trading method was changed pursuant to subparagraph 6 of the preceding paragraph, the application for re-organization was withdrawn; provided that the execution period of the altered trading method shall not be less than 3 months.
7. After the trading method was changed pursuant to subparagraph 7 of the preceding paragraph, correction and improvement was made.
8. After the trading method was changed pursuant to subparagraph 8 of the preceding paragraph, the company repaid liabilities or reached settlement agreement with the creditors.
9. Within 3 months of the trading day next following the date the trading method was changed pursuant to subparagraph 9 of the preceding paragraph, the listed company has completed any of the remedial procedures enumerated herein below, and the listed company has produced a direct or indirect note in evidence thereof from the clearing house, and no further instance of dishonor of negotiable instruments has occurred prior to resumption of normal settlement. However, if the listed company adopts the remedial procedure of "extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument," it shall additionally submit a rechecking form prescribed by the TWSE. The form shall be signed and certified by a CPA and a lawyer and submitted to the TWSE along with the other relevant documents and materials for approval and recordation:
(1) Extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument.
(2) Deposit the amount of the instrument into the financial enterprise that dishonored the instrument with a request that it be listed as provision for payment under "other payables."
(3) Pay the amount of the instrument out of the checking account or other payables account upon re-presentment of the instrument subsequent to its dishonoring.
10. Where correction or improvement has been made by the listed company within 3 months of the trading day next following the date the trading method of the securities was changed pursuant to subparagraph 10 of the preceding paragraph.
11. Where correction or improvement has been made within 3 months after the change of trading method of the securities pursuant to subparagraph 11 or subparagraph 12 of the preceding paragraph.
12. Where correction or improvement has been made after the trading method was changed pursuant to subparagraph 13 of the preceding paragraph.
13. Where the points in question have been clarified after the trading method was changed pursuant to subparagraph 14 of the preceding paragraph, provided that if the TWSE determines there is any material deficiency in the design and execution of the company's internal control system, in addition to clarifying the points in question, the company shall revise its internal control system and shall have implemented the revisions for at least 3 months and obtained a CPA-issued audit opinion letter regarding the effectiveness of the aforementioned internal control system's design and execution.
14. After the trading method was changed pursuant to subparagraph 15 of the preceding paragraph, correction or improvement is made upon the request of the TWSE.
Where the TWSE changes the trading method of listed securities pursuant to subparagraph 1 of the preceding paragraph, or where the TWSE restores the trading method to normal settlement pursuant to subparagraph 2 of the preceding paragraph, within 1 month of such action, the TWSE shall report such action to the Competent Authority for recordation.
If the listed company under Chapter IV and IV-1 is a holding company or a TWSE primary listed company, its net worth refers to the amount of shareholders' equity stated on the consolidated financial report, less minority interest.
|
|
Article 49-1
|
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. If the stock has no par value or a par value per share other than NT$10, the share capital shall refer to the sum of the share capital plus capital reserves minus the original issue premium.
2. Failure to convene and bring to completion a regular shareholders meeting within 6 months after the conclusion of the fiscal 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 it necessary to do so for 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 consolidated financial reports as duly filed and announced for each of the most recent two periods exceeds NT$300 million and is one-half or more of its share capital as stated therein, and the operations for exchange of securities upon capital reduction have been completed. If the stock has no par value or a par value per share other than NT$10, the share capital shall refer to the sum of the share capital plus capital reserves minus the original issue premium.
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 1 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.
|
|
Article 50
|
If any of the following circumstances applies to a listed company, the TWSE shall, in accordance with Article 147 of the Securities and Exchange Act, suspend the trading of such securities and report to the Competent Authority for recordation, or the listed company may apply for delisting pursuant to paragraph 5 of Article 50-1:
1. Failure to produce and file and publicly announce financial reports or financial forecasts by the deadlines provided in laws and regulations.
2. Where any condition specified in Article 282 of the Company Act exists, and a court has prohibited the transfer of its shares pursuant to subparagraph 5 of paragraph 1 of Article 287 of the Company Act.
3. Any document or information that has been submitted is suspected to be untrue, and upon the request of the TWSE to explain the matter, no explanation is provided within the prescribed time period.
4. The securities transfer institution established at the location of the TWSE is withdrawn, or a dummy transfer institution is established such that no transfers are processed, and upon the order of the TWSE to correct the situation within a time period, no correction is made.
5. The financial report publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act was not produced pursuant to relevant laws and regulations and generally accepted accounting principles, such violations were serious and corrections or rewrites were not made within the specified time period; or the CPA certifying the publicly announced and registered semi-annual or annual financial report issues a disclaimer of opinion or an adverse opinion in the audit report, or issues an adverse opinion or disclaimer of opinion in the review report. Where, in a publicly announced and registered financial forecast of the listed company reviewed by a CPA, the attesting CPA issues an adverse opinion or disclaimer of opinion in the review report.
6. Violation of relevant rules concerning the material information of a listed company, such violation was serious, and there is the need to suspend trading in its securities.
7. Where a listed company has breached an undertaking it gave when applying for listing.
8. Where a listed company, going public in accordance with Article 6-1 of Rules Governing the Review of Securities Listings, critically delays its construction schedule or materially violates provisions prescribed in the concession contract.
9. Violation of the provisions of subparagraph 8 of paragraph 1 of Article 49, and failure to satisfy subparagraph 8 of paragraph 2 of the same Article within 3 months.
10. Violation of the provisions of subparagraph 9 of paragraph 1 of Article 49, and failure to carry out, within 3 months of the trading day next following the date the trading method was changed, remedial procedures as provided in subparagraph 9 of paragraph 2 of the same Article and to submit relevant documentary proof.
11. Loss of controlling interest, as defined in subparagraph 1 of Article 4 of the Financial Holding Company Act, in a subsidiary, where a competent authority has ordered it to make corrections within a certain period.
12. Violation of paragraph 1, subparagraph 10, subparagraph 11, or subparagraph 12 of Article 49, and inability to achieve compliance with paragraph 2, subparagraph 10, subparagraph 11, or subparagraph 12 of the same article within 3 months from the trading day next following the date of change of trading method.
13. Other events deemed necessary to suspend the trading in securities.
Where trading of the listed securities of a listed company has been suspended because of a circumstance in a subparagraph of the preceding paragraph, upon satisfying the below conditions, and being free of any other of the above circumstances, the TWSE may in accordance with Article 147 of the Securities and Exchange Act report to and obtain the permission of the Competent Authority to resume trading in the securities:
1. Where the suspension of trading was ordered pursuant to subparagraph 1 of the preceding paragraph, and a supplementary financial report or financial forecast is duly announced and filed, and there is no audit report containing a qualified opinion or qualified review report as specified in Article 49, paragraph 1, subparagraph 3. If the financial forecast has not yet been duly announced on a make-up basis in the current fiscal year, the already announced and filed financial report for the same fiscal year may be used as a substitute.
2. Where the suspension of trading was ordered pursuant to subparagraph 2 of the preceding paragraph, and the judicial order prohibiting transfer has expired, and reorganization has not been ordered by the court, or a dismissal of application for reorganization has not been rendered pursuant to subparagraph 2 of paragraph 3 of Article 285-1 of the Company Act.
3. Where the suspension of trading was ordered pursuant to subparagraph 3 of the preceding paragraph, and corrections have been made in accordance with regulations or explanations have in fact been provided upon the request of the TWSE.
4. Where the suspension of trading was ordered pursuant to subparagraph 4 of the preceding paragraph, and substantive improvements have in fact been made in accordance with regulations.
5. Where the suspension of trading was ordered pursuant to subparagraph 5 of the preceding paragraph, and due to supplementation or correction the circumstance specified by that subparagraph no longer exists, and there is no audit report containing a qualified opinion or qualified review report as specified in Article 49, paragraph 1, subparagraph 3.
6. Where the suspension of trading was ordered pursuant to subparagraph 6 of the preceding paragraph, and corrections or improvements have been made in accordance with rules governing the confirmation and disclosure of material information by a listed company and other relevant regulations.
7. Where the suspension of trading was ordered pursuant to subparagraph 7 of the preceding paragraph, and corrections or improvements have been made pursuant to relevant laws and regulations, so as to be consistent with the undertaking given by the listed company.
8. Where the suspension of trading was ordered pursuant to subparagraph 8 of the preceding paragraph, and substantive corrections or improvements have in fact been made pursuant to relevant laws and regulations.
9. Where the suspension of trading was ordered pursuant to subparagraph 9 of the preceding paragraph, and corrections or improvements have been made in accordance with relevant regulations.
10. Where the suspension of trading was ordered pursuant to subparagraph 10 of the preceding paragraph, and remedial procedures as set forth in subparagraph 9 of paragraph 2 of the preceding article have been carried out within 6 months of the trading day next following the date of suspension of trading, and the listed company has produced relevant documentary proof that it has carried out the remediation.
11. Where the suspension of trading was ordered pursuant to subparagraph 11 of the preceding paragraph, and corrections have been made by the deadline set by the competent authority for the target industry.
12. Where the suspension of trading was ordered pursuant to subparagraph 12 of the preceding paragraph, and corrections or improvements have been made within 6 months of the trading day next following the date of suspension of trading.
13. Where suspension of trading was ordered pursuant to subparagraph 13 of the preceding paragraph, and corrections or improvements have been made in accordance with relevant rules and regulations.
|
|
Article 50-1
|
If any of the following circumstances applies to any TWSE listed company, the TWSE shall, in accordance with Article 144 of the Securities and Exchange Act, delist its securities, and report to the Competent Authority for Recordation:
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 NT$200 million.
7. The trading of its securities has been suspended pursuant to the provisions of the preceding Article, and after 6 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 6 months, and, within 6 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 6 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 6 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 within 3 months of the trading day next following the date of suspension of trading, 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.
10. The business of the company has completely stopped for 6 months and cannot commence quickly, or the publicly announced business revenue has been zero or negative for 6 consecutive months; 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 3 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 5 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. However, if the other TWSE listed (or GTSM listed) company has acquired the shares of the TWSE listed company and conducted a merger or share conversion, the provisions of Chapter IV-1 regarding delisting procedures shall apply.
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 6 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, the TWSE may publicly announce an exemption from implementation of the delisting, and report to the Competent Authority for recordation.
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.
Except in the case of a merger conducted under Chapter IV-1, 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.
|
|
Article 50-2
|
The TWSE may publicly announce the delisting of beneficial certificates when the period of validity of a securities investment trust fund has expired, or when the securities investment trust contract has terminated.
Where any of the following circumstances exists with respect to a closed-end fund managed by any SITE, the TWSE may delist its beneficial certificates, and report to the Competent Authority for recordation:
1. Any circumstance specified in paragraph 2 or 3 of Article 79 of the Regulations Governing Securities Investment Trust Funds.
2. Change to an open-ended investment fund upon the resolution of the meeting of the beneficiaries, and reported to and approved by the Competent Authority, or in accordance with the terms of the securities investment trust contract.
3. The total issued value of the securities investment trust fund falls below NT$800 million due to opening of redemption.
4. Where for any other reason the TWSE deems it necessary to delist the beneficial certificates.
Where any of the following circumstances exists with respect to an exchange-traded fund managed by any SITE, the TWSE may delist its beneficial certificates, and report to the Competent Authority for recordation:
1. Any circumstance specified in paragraph 2 or 3 of Article 79 of the Regulations Governing Securities Investment trust Funds.
2. Any circumstance stipulated in the securities investment trust contract of the listed beneficial certificate as grounds for termination of the contract, where the securities investment trust enterprise has applied to the TWSE for delisting.
3. Where the offshore exchange-traded fund to which an exchange-traded fund is linked as referred to in Article 37, paragraph 4 of the Regulations Governing Securities Investment Trust Funds has its approval voided by the competent authority of its place of registration or is delisted from the exchange where it was initially listed for trading, or the offshore exchange-traded fund to which an exchange-traded fund is linked has its permission terminated.
4. Where for any other reason the TWSE deems it necessary to delist the beneficial certificates.
Where any of the following circumstances exists with respect to an offshore exchange-traded fund offered and sold by an offshore fund institution, the TWSE may delist its beneficial certificates, and report to the Competent Authority for recordation:
1. The competent authority of the place of registration or Taiwan's Competent Authority has cancelled the approval for the offshore exchange-traded fund.
2. Taiwan's Competent Authority has granted approval for termination of the offering and sale of the fund within Taiwan.
3. The offshore exchange-traded fund is delisted from the exchange on which it was first listed.
4. The net asset value of the fund falls below the amount at which the contract is required to be terminated or at which the fund ceases to exist pursuant to the fund's trust contract, the articles of association, or the prospectus.
5. There occurs any other cause of termination of the fund as specified in the fund's trust contract, the articles of association, or the prospectus, and the offshore fund institution, through the master agent, has applied to the TWSE for delisting of its beneficial certificates.
6. Any other circumstance in which the TWSE deems delisting necessary for purposes of protecting the public interest or the rights and interests of investors.
|
|
Article 50-3
|
If any of the circumstances listed below applies to a primary listed company, the TWSE shall suspend the trading of its listed shares pursuant to Article 147, applied mutatis mutandis under Article 165-1, of the Securities and Exchange Act, and report to the Competent Authority for recordation:
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. Breach 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 pursuant to Article 147, applied mutatis mutandis under Article 165-1, of the of the Securities and Exchange Act, the TWSE may publicly announce resumption of the trading of its listed securities, and report to the Competent Authority for recordation:
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 delist the company's listed securities pursuant to Article 144, applied mutatis mutandis under Article 165-1, of the Securities and Exchange Act, and report to the Competent Authority for Recordation:
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. However, if the other TWSE listed (or GTSM listed) company has acquired the shares of the TWSE listed company and conducted a merger or share conversion, the provisions of Chapter IV-1 regarding delisting procedures shall apply.
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 delisting 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, the TWSE may announce an exemption from implementation of the company's delisting, and report to the Competent Authority for recordation:
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 for exemption on those grounds from the implementation of delisting only if the company has not previously been given an exemption of implementation of delisting of its listed shares for the same reason.
Except in the case of a merger conducted under Chapter IV-1, 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 pursuant to Articles 144 and 147, applied mutatis mutandis under Article 165-2, of the Securities and Exchange Act, and report to the Competent Authority for recordation:
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.
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, applied mutatis mutandis under Article 165-2, 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, the TWSE may announce the delisting, and report to the Competent Authority for recordation.
If because any circumstance in any subparagraph of paragraph 7 exists with respect to a secondary listed company, so that trading is suspended of its foreign stock or Taiwan Depositary Receipts that are listed on the TWSE, if the cause for suspension ceases to exist, or supplementation or corrective action is completed, and none of the other circumstances in the subparagraphs of paragraph 7 exist, and the issuer has submitted relevant substantiating evidence to apply to the TWSE, the TWSE may announce resumption of the listed trading thereof pursuant to Article 147, applied mutatis mutandis under Article 165-2, of the Securities and Exchange Act, and report to the Competent Authority for recordation. If because any circumstance in any subparagraph of paragraph 7 exists with respect to a secondary listed company, and the TWSE has announced the delisting of its foreign stock or Taiwan Depositary Receipts from the TWSE, but the delisting has not yet been implemented, if the cause for delisting ceases to exist, or supplementation or corrective action is completed, 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 may announce an exemption from implementation of the delisting, and report to the Competent Authority for recordation. 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.
When a special cause exists for a secondary listed company, such as stock price sensitive information pending announcement or the occurrence of a material event, upon a voluntary application by the secondary listed company, or upon an announcement, by the securities exchange or securities market on which are listed the foreign stock or the securities represented by Taiwan Depositary Receipts, of the halting of trading thereof, the TWSE may announce halting of trading of the company's TWSE-listed foreign stock or Taiwan Depositary Receipts. Upon a voluntary application by the secondary listed company, or upon an announcement, by the securities exchange or securities market on which are listed the foreign securities or the securities represented by the Taiwan Depositary Receipts, of the resumption of trading thereof, the TWSE may announce the resumption of trading of the company's TWSE listed foreign stock or Taiwan Depositary Receipts, provided that the specific instance of halting of trading did not result in any material violation of TWSE rules in connection with material information, necessitating suspension of trading of the TWSE listed foreign stock or Taiwan Depositary Receipts.
When the TWSE announces halting or resumption of trading of the listed foreign stock or Taiwan Depositary Receipts of a secondary listed company under the preceding paragraph, it may first proceed to make the announcement, and then file a report with the Competent Authority for recordation.
|
|
Article 50-6
|
The TWSE may publicly announce the delisting of listed beneficial securities or asset-backed securities upon the maturity thereof.
Where any of the following events occurs with respect to the trustee institution or special purpose company, the TWSE may suspend trading of its beneficial securities or asset-backed securities, and report to the Competent Authority for recordation:
1. Failure to produce, and report and publicly announce, relevant forms, statements, or account books in accordance with Articles 36, 91, and 92 of the Financial Assets Securitization Act.
2. An event of resignation or dismissal of the trustee institution as set forth in Article 47 of the Financial Assets Securitization Act.
3. Any other cause that in the opinion of the TWSE necessitates the suspension of trading.
If trading of beneficial securities or asset-backed securities is suspended due to any event enumerated in the preceding paragraph, [the trustee institution or special purpose company] may, if the cause ceases to exist, and in the absence of any other cause under the preceding paragraph, submit relevant supporting documents to apply for resumption of trading. The TWSE may publicly announce the reinstatement of trading under Article 147 of the Securities and Exchange Act, and report to the Competent Authority for recordation.
Where any of the following events occurs with respect to the trustee institution or special purpose company, the TWSE may delist its beneficial securities or asset based securities, and report to the Competent Authority for recordation:
1. The special purpose trust deed is terminated or the date of expiry of the special purpose company is reached.
2. The trustee institution or special purpose company is sanctioned by the competent authority for the target industry under Article 106 of the Financial Assets Securitization Act.
3. The special purpose company shall be dissolved because of any of the events set forth in Article 96 of the Financial Assets Securitization Act.
4. Trading is suspended under paragraph 2 of this Article, and corrections have not been made after 6 months.
5. Any other cause that in the opinion of the TWSE necessitates delisting.
|
|
Article 50-7
|
The TWSE may publicly announce the delisting of listed REIT beneficial securities or REAT beneficial securities upon the maturity date thereof.
Where any of the following events occurs with respect to the real estate securitization trustee institution, the TWSE may suspend trading of its REIT beneficial securities or REAT beneficial securities, and report to the Competent Authority for recordation:
1. Failure to produce, and report and publicly announce, relevant forms, statements, or account books in accordance with Articles 26, 27, and 36 of the Real Estate Securitization Act.
2. A change in the REIT plain or REAT plan, where there is a likelihood of material impact on beneficial rights or interests.
3. An event under subparagraphs 1 to 3 of paragraph 1 of Article 6 of the Regulations Governing the Offering or Private Placement of Real Estate Investment Trust or Real Estate Asset Trust Beneficial Securities by Trustee Institutions, where corrections are not made by the deadline under subparagraph 4 of the same article and paragraph.
4. Any other cause that in the opinion of the TWSE necessitates the suspension of trading of the securities.
If trading of a real estate securitization trustee institution's REIT beneficial securities or REAT beneficial securities is suspended due to any event enumerated in the preceding paragraph, [the trustee institution] may, if the cause ceases to exist, and in the absence of any other cause under the preceding paragraph, submit relevant supporting documents to apply for reinstatement of trading. The TWSE may publicly announce the reinstatement of trading under Article 147 of the Securities and Exchange Act, and report to the Competent Authority for recordation.
Where any of the following events occurs with respect to the real estate securitization trustee institution, the TWSE may delist its REIT beneficial securities or REAT beneficial securities, and report to the Competent Authority for recordation:
1. The duration expires; or the fund is turned into an open-end fund by a resolution of the beneficiaries meeting and approval of the Competent Authority, or under the REIT contract.
2. The REIT contract or REAT contract is terminated.
3. The competent authority for the target industry orders it to transfer the trust property to a new trustee institution under Article 55 of the Real Estate Securitization Act.
4. Trading is suspended under paragraph 2 of this Article, and corrections have not been made after 6 months.
5. Any other cause that in the opinion of the TWSE necessitates delisting of its REIT beneficial securities or REAT beneficial securities.
|
|
Article 52
|
Unless otherwise provided, 40 days prior to the delisting of securities by the TWSE, the TWSE shall publicly announce the delisting and inform the GTSM and the listed company that the securities may by applied for as managed stocks.
The TWSE shall announce the delisting of securities in accordance with Article 50-2, Article 50-6, Article 50-7, Article 53-1, Article 53-11, Article 53-31, or Article 53-32, 5 days prior to such event.
After a listed company or SITE is notified by the TWSE of delisting of its securities, it shall within 2 days from the date on which it receives such notification make a public announcement and send two copies of the newspaper in which the announcement was made to the TWSE for recordation, provided that it may be exempted from the aforesaid requirement concerning public announcement date, where for reason of maturity of the bond issue period or other exceptional circumstance, and subject to approval of the Competent Authority.
The preceding paragraph shall apply mutatis mutandis when a trustee institution is notified by the TWSE of the delisting of its beneficial securities; when a special purpose company is notified by the TWSE of the delisting of its asset-backed securities; when a real estate securitization trustee institution is notified by the TWSE of the delisting of its REIT or REAT beneficial securities; when the master agent of an offshore fund institution is notified by the TWSE of the delisting of its offshore exchange-traded fund beneficial certificates; when a foreign issuer and its depository institution are notified by the TWSE of the delisting of their Taiwan Depositary Receipts; when a secondary listed company is notified by the TWSE of the delisting of its shares; and when an issuer is notified by the TWSE of the delisting of its call (put) warrants.
|
|
Article 52-1
|
When the TWSE suspends the trading of listed securities, the listed company may not apply for the return of securities listing fee that it has already paid. When the TWSE delists securities, a pro rata share of the listing fee shall be returned based on the months that it has been listed (partial months counted as whole months).
The preceding paragraph shall apply mutatis mutandis when a trustee institution is notified by the TWSE of delisting of its beneficial securities; when a special purpose company is notified by the TWSE of delisting of its asset-backed securities; when a real estate securitization trustee institution is notified by the TWSE of delisting of its REIT or REAT beneficial securities; when a foreign issuer and its designated depositary institution are notified by the TWSE of delisting of their Taiwan Depositary Receipts; when a secondary listed company is notified by the TWSE of delisting of its shares; and when an issuer is notified by the TWSE of delisting of its call (put) warrants.
|
|
Article 53-5
|
When a TWSE listed or TWSE primary listed company is to conduct a merger pursuant to Articles 53-1 to 53-3, the surviving TWSE listed or TWSE primary listed company 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." In the case of a non-surviving TWSE listed or TWSE primary listed company, the termination of its Agreement for Listing shall be submitted for consideration and passage by the TWSE board of directors.
The termination of the Agreement for Listing of the securities of a TWSE listed or TWSE primary listed company under the preceding paragraph shall be reported by the TWSE to the Competent Authority for recordation.
|
|
Article 53-7
|
Where a TWSE listed company or TWSE primary listed company will undergo, as a non-surviving company, a statutory merger with any other company that is not listed on the TWSE (nor listed on the GTSM), 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 reviewed the application for compliance with regulations and it has been considered and passed by the TWSE board of directors, trading of the company's securities shall be suspended beginning 2 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.
The termination of the Agreement for Listing of the securities of a former TWSE listed or TWSE primary listed company under the preceding paragraph shall also be reported by the TWSE to the Competent Authority for recordation.
|
|
Article 53-8
|
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 1 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 listing shall be publicly announced, and reported to the Competent Authority for recordation. 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.
|
|
Article 53-11
|
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, 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.
|
|
Article 53-14
|
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 after the TWSE has reviewed the application for compliance with regulations and it has been considered and passed by the TWSE board of directors, the trading of such company's(ies') originally listed securities shall be suspended 2 trading days prior to (and non-inclusive of) the book closure date, and the securities shall be delisted from the record date of the share conversion; provided, if 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 8 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.
The Agreement for Listing of the securities of a newly established company, and the termination of the Agreement for Listing of the securities of the original listed company, under the preceding paragraph, shall be reported by the TWSE to the Competent Authority for recordation.
|
|
Article 53-15
|
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.
|
|
Article 53-17
|
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; after the TWSE has reviewed the application for compliance with applicable regulations and it has been considered and passed by the TWSE board of directors, trading of its securities shall be suspended beginning 2 business days before (but non-inclusive of) the book closure date, and shall be delisted beginning from the record date of the share conversion. The termination of the Agreement for Listing of the securities of the original listed company shall be reported by the TWSE to the Competent Authority for recordation.
|
|
Article 53-18
|
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 it has been reported to the Competent Authority for recordation. 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.
|
|
Article 53-21
|
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 3 years, the newly formed transferee company of the demerger may, within 1 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 listing of the securities of this newly formed transferee company may be publicly announced and reported to the Competent Authority for Recordation, 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.
|
|
Article 53-24
|
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 and reported to the Competent Authority for Recordation 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 the application.
1. At the time of the submission of the TWSE listing application, 3 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.
|
|
Article 53-29
|
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 pursuant to Article 144 of the Securities and Exchange Act, and report to the Competent Authority for recordation.
|
|
Article 53-31
|
Where a single TWSE listed company is converted into a financial holding company pursuant to Article 29 of the Financial Holding Company Act, 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.
|
|
Article 53-32
|
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. 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.
|
|
Article 53-33
|
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 reviewed the case for compliance with regulations and it has been considered and passed by the TWSE board of directors, the trading of such company's(ies') original TWSE listed securities shall be suspended 8 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 15 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.
The Agreement for Listing of the securities of a financial holding company, and the termination of the Agreement for Listing of the securities of the original listed company, under the preceding paragraph, shall be reported by the TWSE to the Competent Authority for recordation.
|