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Article 50-1
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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:
- Any of the circumstances in Article 315, paragraph 1, subparagraphs 1 to 4 of the Company Act occurs, and registration of dissolution is completed; or any of the conditions specified in Article 9, Article 10, Article 11, Article 17, paragraph 2, Article 315, paragraph 1, subparagraph 8, or Article 397 of the Company Act, or Article 21 or Article 54 of the Financial Holding Company Act, occurs, and a relevant competent authority has revoked or voided its company registration, ordered its dissolution, or voided its approval, or the court has ruled on dissolution.
- Any conditions specified in Article 251 or Article 271 of the Company Act or the relevant authority has revoked its approval for other reasons.
- Confirmation of bankruptcy by any court.
- Confirmation of reorganization by any court, or denial of reorganization motion issued in accordance with Article 285-1, paragraph 3, subparagraph 2 of the Company Act.
- (deleted)
- The total amount of its listed preferred shares is less than NT$200 million, or the number of shares issued is less than 20 million.
- Where any of the following circumstances applies to the company's securities:
- Trading of the securities has been suspended pursuant to the provisions of the preceding article, and after 6 consecutive months trading of its securities is not resumed, provided that this rule does not apply to trading suspended pursuant to paragraph 1, subparagraph 14 of the preceding article.
- 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.
- Record of refusal of financial institutions to transact with the company or of the circumstances referred to in paragraph 1, subparagraph 9 of the preceding Article where the company has failed to carry out remedial procedures as set forth in Article 49, paragraph 2, subparagraph 9 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.
- Where the most recent 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 financial report of a non-holding company or consolidated financial report of a holding company shows a negative net worth.
- 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.
- 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.
- 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; or the company has changed its name to investment holding company but does not meet the requirements of Article 20, paragraph 1, subparagraphs 1, 2, 4, 5, 7, 8, or 9 of the TWSE Rules Governing Review of Securities Listings.
- Material breach of the Agreement for Listing.
- Final confirmation by a judicial authority that any of the following circumstances applies to the listed company:
- 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.
- Satisfies the proviso of the preceding sub-item, and the false and concealed accounting 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.
- Over 70 percent of its total issued shares or paid-in capital is held by another TWSE listed (or Taipei Exchange listed) company. However, if the other TWSE listed (or Taipei Exchange 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.
- 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.
- The competent authority for the target industry duly appoints a receiver to take receivership of the financial institution.
- 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.
- 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.
- 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 Article 49, paragraph 2, subparagraph 9 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 an exemption from delisting based on the same reasons.
Where delisting is occasioned by the circumstances set out in paragraph 1, subparagraph 17 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.
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Article 50-3
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If any of the circumstances listed below applies to a primary listed company, the TWSE shall suspend the trading of its listed securities 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:
- Failure to publicly announce and file its financial report by the prescribed deadline.
- 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.
- 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.
- Failure to prepare its duly announced and filed financial report according to the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry, the generally accepted accounting principles of the United States, or the International Financial Reporting Standards, 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 attesting CPA has issued an audit report containing a disclaimer of opinion or adverse opinion, or issued a review report with an adverse conclusion or disclaimer of conclusion, in connection with the financial report that it announced and filed.
- Violation of any bylaw, 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.
- 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.
- 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.
- 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.
- 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.
- Violation of Article 49-1, paragraph 1, subparagraph 10, and inability to achieve compliance with paragraph 2, subparagraph 10 of the same article within 3 years from the business day next following the date of change of trading method.
- Change in managerial control, and a material change in the scope of business within a certain period of time before or after the change in managerial control, except in the event of a merger, private placement or public tender offer of a TWSE primary listed company and a TWSE (or Taipei Exchange) listed company or a TWSE (or Taipei Exchange) primary listed company according to the laws and regulations of the place or country of registration or the securities laws and regulation of the Republic of China.
- Where the requirements of Article 49-1, paragraph 2, subparagraph 11 cannot be met within two years after the securities have been placed under the altered trading method due to the circumstances in Article 49-1, paragraph 1, subparagraph 11.
- The TWSE has placed the listed securities of the listed company under an altered trading method in view of an audit report or review report issued by a CPA indicating substantial uncertainty about the ability to continue as a going concern as mentioned in Article 49, paragraph 1, subparagraph 3, and the listed company fails to conform to paragraph 2, subparagraph 3 of the same article within three years from the business day following said alteration.
- The TWSE has imposed the periodic call auction trading method for the listed securities of the listed company pursuant to Article 49-3, paragraph 1, subparagraph 4, and the listed company fails to conform to paragraph 2, subparagraph 4 of the same article within three years from the business day following said imposition.
- 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:
- After suspension of trading pursuant to subparagraph 1 of the preceding paragraph, has duly made a supplementary announcement and filing of its financial report.
- 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.
- After suspension of trading pursuant to subparagraph 3 of the preceding paragraph, has duly taken corrective action with solid evidence.
- 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 conclusion or disclaimer of conclusion; and there is no audit report containing a qualified opinion or review report containing a qualified conclusion in connection with Article 49-1, paragraph 1, subparagraph 3.
- 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.
- 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.
- After suspension of trading pursuant to subparagraph 7 of the preceding paragraph, it makes supplementation or takes corrective action pursuant to regulations.
- After suspension of trading pursuant to subparagraph 8 or 10 of the preceding paragraph, completed the supplementation procedures under Article 49-1, paragraph 2, subparagraph 8 or 10 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.
- 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.
- After suspension of trading pursuant to subparagraph 10 of the preceding paragraph, corrections or improvements have been made within 6 months of the business day next following the date of suspension of trading.
- Where within 6 months after suspension of trading pursuant to subparagraph 11 of the preceding paragraph, the underwriter's evaluation report has been provided and the following circumstance are met:
- The sum of the net profit before tax attributable to owners of the parent stated in the publicly announced and filed financial reports for the most recent four periods reaches NT$40 million or more.
- The share capital of listed common shares or the net worth reaches NT$300 million or more.
- The CPA's project audit report for the internal control system is provided, with an unqualified opinion.
- The company complies with Article 28-4, applied mutatis mutandis, of the Rules Governing the Review of Securities Listing, and is free of the conditions set out in Article 28-8, subparagraphs 1, 3, 4, 6, and 7 of those Rules.
- The requirements of Article 28-1, paragraph 1, subparagraphs 5 and 6 of the Rules Governing the Review of Securities Listings are met.
- The company's directors, supervisors, and greater than 10 percent shareholders have placed all of their common shares in the company into centralized custody (in the case of shares obtained through public offering and issuance) or have provided written undertakings that they will not transfer shares (in the case of shares obtained through private placement ) and that during the period of the undertaking not to transfer shares, they shall place in centralized custody any of those shares that are approved for retrospective public issuance. They may withdraw or transfer the shares only after the requirements of this subparagraph have been met and one year has passed from the day that the normal trading method has reinstated by the TWSE for the company's securities.
- Within 6 months after trading is suspended pursuant to subparagraph 12 of the preceding paragraph, the sum of the net profit before tax attributable to owners of the parent in the publicly announced and filed financial reports for the most recent four periods accounts reaches NT$60 million or more, and the requirements of items B to F of the preceding subparagraph are met.
- Where suspension of trading was ordered pursuant to subparagraph 13 or 14 of the preceding paragraph, and corrections or improvements have been made in accordance with relevant provisions.
- After suspension of trading pursuant to subparagraph 15 of the preceding paragraph, it makes supplementation or takes corrective action pursuant to the relevant bylaws, 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:
- Dissolution upon cancellation or voidance of its organizational registration, an order of dissolution, court ruling on dissolution, or shareholder meeting's resolution for dissolution, in the country where it is registered, and registration of dissolution is completed.
- Declaration of bankruptcy by a final and unappealable court ruling in the country where it is registered.
- A ruling of the court in the country where it is registered approving reorganization, or dismissing a petition for reorganization due to the impossibility of rehabilitation, becomes final and unappealable.
- (deleted)
- The total amount of its listed preferred shares is less than NT$200 million, or the number of shares issued is less than 20 million.
- Six months after trading of its listed shares is suspended pursuant to paragraph 1, any circumstance in any subparagraph of paragraph 1 still exists. However, this shall not apply in the case of suspension of trading under paragraph 1, subparagraph 11.
- 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.
- 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.
- Serious breach of the listing contract.
- The shareholding in it by another TWSE listed (or Taipei Exchange listed) company (including another TWSE primary listed or Taipei Exchange primary listed company) accounts for 70 percent or more of its total issued shares or paid-in capital. However, if the other TWSE listed (or Taipei Exchange 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.
- 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:
- 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 consolidated financial report that it previously failed to submit before the original deadline, or it duly makes corrections or restates the relevant consolidated financial report.
- 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 security that is listed with the TWSE by a TWSE secondary listed company, the TWSE may suspend its trading 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:
- The listed shares, or foreign securities represented by Taiwan Depositary Receipts, of a secondary listed company have already been suspended from trading by the securities exchange on which they are listed.
- There has been a ruling by a court of the country where the issuer is registered or listed that duly prohibits transfer of the listed shares, or the foreign securities represented by Taiwan Depositary Receipts, of a TWSE secondary listed company.
- Any other circumstance requiring the suspension of trading of TWSE listed securities.
When the TWSE trading of securities of a TWSE secondary listed company is suspended due to any of the circumstances listed in the subparagraphs in the preceding paragraph, the secondary listed company may, after the cause for such suspension of trading ceases to exist, or supplementation or corrective action is completed, and none of the other circumstances in the preceding paragraph exists, apply with the TWSE by submitting relevant documentary proof. The TWSE may then announce the resumption of such TWSE trading pursuant to Article 147, applied mutatis mutandis under Article of the Securities and Exchange Act, and report the matter to the competent authority for recordation.
If any of the circumstances listed below exists with respect to a TWSE secondary listed company, the TWSE may delist its securities pursuant to Article 144, applied mutatis mutandis under Article 165-2, of the Securities and Exchange Act, and report the matter to the competent authority for recordation:
- The listed stock, or foreign securities represented by the Taiwan Depositary Receipts, of a TWSE secondary listed company have been delisted in the securities exchange market on which they are listed.
- Its net worth, as indicated in its duly announced and filed consolidated financial report for the most recent period, is less than one-third of its share capital stated in the consolidated financial report.
- The company's organization and registration have been voided by the country of registration, or the company has been dissolved.
- The company has filed for reorganization with a court of the country of registration or country of listing.
- The company has filed for bankruptcy with a court of the country of registration or country of listing.
- (deleted)
- A demerger, general assignment, or transfer of equity in a subsidiary company, does not satisfy the standard for continued TWSE listing in Article 53-30 hereof.
- In any of the events in Article 156, applied mutatis mutandis under Article 165-2, of the Securities and Exchange Act, the company has been ordered by the competent authority to suspend the trading of all securities for a period of three months or more.
- The company's TWSE listed securities have been suspended from trading pursuant to the subparagraphs of paragraph 7, and any of the circumstances under the subparagraphs of paragraph 7 still exists after six full months have elapsed.
- The TWSE secondary listed company's stocks or Taiwan Depositary Receipts listed on the TWSE exceed 50 percent of the total number of its issued shares.
- The TWSE secondary listed company or its depositary institution violates government laws or regulations, TWSE bylaws or public announcements, and the circumstances are serious, or fails to perform obligations required under the Listing Contract, and the circumstances are serious.
- Violation of Article 49-1, paragraph 9, subparagraph 1, 4, 5, 6, or 10 and inability to meet the requirements of paragraph 10, subparagraph 1, 4, 5, 6, or 10 of that same Article within 6 months from the business day following the change of trading method.
- The company has violated Article 6 of the TWSE Procedures for the Review of Financial Reports of TWSE Secondary Listed Companies, and failed to make supplementation or corrections within a prescribe time limit after having been notified by the TWSE to do so, and the circumstances are serious.
- Other events requiring delisting of the securities.
If because any circumstance in any subparagraph of the preceding paragraph exists with respect to a TWSE secondary listed company, and the TWSE has announced the delisting of its securities, 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 any subparagraph of the preceding paragraph exists, the company may submit relevant substantiating evidence to apply to the TWSE at least 8 working days before the date of delisting, and, the TWSE may announce an exemption from delisting and report the matter 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.
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 apply for the delisting of the securities of a TWSE secondary listed company, the TWSE may announce the delisting, and report to the competent authority for recordation.
In cases of delisting under paragraphs 9 and 11, 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.
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