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Amendments

Title：

Operating Rules of the Taiwan Stock Exchange Corporation  CH

Amended Date： 2025.05.15 (Articles 49 amended,English version coming soon)
Current English version amended on 2023.12.05 
Categories： Basic Laws and Regulations
Article Content Chapter Content Search Article No. Search Legal Basis Subordinate Legislation Amended Article Attachment Legislative History Chinese

Title： Operating Rules of the Taiwan Stock Exchange Corporation(2022.09.21)
Date：
50-9     If any of the circumstances listed below applies to a TIB listed company or a TIB primary listed company, the TWSE shall suspend the trading of its listed securities pursuant to Article 147, or Article 165-1 under which Article 147 shall apply mutatis mutandis, of the Securities and Exchange Act, and report to the Competent Authority for recordation; or the TIB listed company or TIB primary listed company may apply for delisting pursuant to Article 50-10, paragraph 4:
  1. The financial report it has publicly announced and filed for the most recent period as required indicates the net worth is lower than one-tenth of the share capital shown in the financial report.
  2. Failure to produce and file and publicly announce financial reports or financial forecasts by the deadlines provided in laws and regulations.
  3. Where any condition specified in Article 282 of the Company Act exists, and a court has issued a ruling to prohibit the transfer of its shares pursuant to Article 287, paragraph 1, subparagraph 5 of the Company Act, or a court of the jurisdiction of incorporation has issued a ruling to prohibit the transfer of its shares.
  4. 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.
  5. The securities transfer institution established at the location of the TWSE is withdrawn, or a dummy transfer institution is established such that no transfers are processed, or no professional agent for stock affairs is appointed to handle stock affairs in the Republic of China, and upon the order of the TWSE to correct the situation within a time period, no correction is made.
  6. The CPA attesting the publicly announced and registered financial report issues a disclaimer of opinion or an adverse opinion in the review report, or any of the following circumstances applies to the financial report publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act:
    1. Failure to prepare its financial report according to the applicable laws and the generally accepted accounting principles, or 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.
    2. 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.
  7. Violation of relevant bylaws or rules concerning the material information of the listed company, such violation was serious, and there is the need to suspend trading in its securities.
  8. Breach of an undertaking it gave when applying for listing; provided this subparagraph shall not apply when a TIB primary listed company amends important matters pertaining to protection of shareholders’equity in its articles of incorporation, organic documents or important financial and business documents.
  9. Violation of Article 49-4, paragraph 1, subparagraph 8, and failure to satisfy paragraph 2, subparagraph 8 of the same article within 3 months.
  10. Violation of Article 49-4, paragraph 1, subparagraph 9, and failure to carry out, within 3 months of the trading day next following the date the trading method was altered, remedial procedures as provided in paragraph 2, subparagraph 9 of the same article and to submit relevant documentary proof.
  11. Violation of Article 49-4, paragraph 1, subparagraph 10, 11 or 16, and failure to satisfy, within 3 months of the trading day next following the date the trading method was altered, paragraph 2, subparagraph 10, 11, or 15 of the same article.
  12. 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/TPEx listed company a TWSE/TPEx primary listed company according to the Business Mergers and Acquisitions Act or other laws and regulations.
  13. Violation of Article 49-4, paragraph 1, subparagraph 13, and failure to satisfy, within 3 years of the trading day next following the date the trading method was altered; paragraph 2, subparagraph 11 of the same article.
  14. Failure to, within 2 years after its stocks were placed under an altered trading method pursuant to Article 49-4, paragraph 1, subparagraph 14, satisfy paragraph 2, subparagraph 13 of the same article.
  16. Other events deemed necessary to suspend the trading in securities.
    Where trading of the listed securities of a TIB listed company or a TIB primary listed company has been suspended because of a circumstance in a subparagraph of the preceding paragraph, upon satisfying the following conditions, and being free of any other of the above circumstances, the TWSE may in accordance with Article 147 or Article 165-1, under which Article 147 applies mutatis mutandis, 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 the latest two financial reports, as registered and publicly announced in accordance with Article 36 of the Securities and Exchange Act, both show that its net worth is more than one-tenth of its share capital stated on the financial report. However, in the case of decrease of capitalization, the procedure to replace securities for capital reduction should be completed.
  2. Where the suspension of trading was ordered pursuant to subparagraph 2 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 review report with a qualified conclusion as specified in Article 49-4, 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.
  3. Where the suspension of trading was ordered pursuant to subparagraph 3 of the preceding paragraph, and the ban on transfer ordered by court, or court of the jurisdiction of incorporation, has expired or the order has been revoked or reversed by that court, and reorganization has not been ordered by that court, or a dismissal of application for reorganization has not been rendered pursuant to Article 285-1, paragraph 3, subparagraph 2 of the Company Act or by the court of the jurisdiction of incorporation.
  4. Where the suspension of trading was ordered pursuant to subparagraph 4 of the preceding paragraph, and substantive corrections have in fact been made in accordance with regulations or upon the TWSE’s request for explanation.
  5. Where the suspension of trading was ordered pursuant to subparagraph 5 of the preceding paragraph, and substantive improvements have in fact been made in accordance with regulations.
  6. Where the suspension of trading was ordered pursuant to subparagraph 6 of the preceding paragraph, and due to corrections or improvements the circumstance specified by that subparagraph no longer exists, and there is no audit report containing a qualified opinion or review report with a qualified conclusion as specified in Article 49-4, paragraph 1, subparagraph 3.
  7. Where the suspension of trading was ordered pursuant to subparagraph 7 of the preceding paragraph, corrections or improvements have been made in accordance with rules governing the confirmation and disclosure of material information by the listed company and other relevant regulations.
  8. Where the suspension of trading was ordered pursuant to subparagraph 8 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.
  9. Where the suspension of trading was ordered pursuant to subparagraph 9 of the preceding paragraph, and corrections or improvements have been made pursuant to relevant laws and regulations.
  10. Where the suspension of trading was ordered pursuant to subparagraph 10 of the preceding paragraph, and remedial procedures as set forth in Article 49-4, paragraph 2, subparagraph 9 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 or 13 of the preceding paragraph, and corrections and improvements have been made within 6 months of the trading day next following the date of suspension of trading.
  12. Where within 6 months after trading is suspended pursuant to subparagraph 12 of the preceding paragraph, the underwriter's evaluation report has been provided and the following circumstance are met:
    1. 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 2 percent or more of the share capital stated in the financial report for the most recent period.
    2. The share capital of listed common shares is NT$100 million or more.
    3. The CPA's project audit report for the internal control system is provided, with an unqualified opinion.
    4. The company is free of the conditions set out in Article 31, paragraph 1, subparagraphs 1, 3, 4, 5, 7, 8, and 11 of the Rules Governing Review of Securities Listings.
    5. The requirements of Article 29, paragraph 1, subparagraphs 4 and 5 of the Rules Governing Review of Securities Listings are met.
    6. The company's directors and shareholders holding more than 10 percent of the total issued shares 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 regular trading method has reinstated by the TWSE for the company's securities.
  13. Within 6 months after trading is suspended pursuant to subparagraph 14 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 3 percent or more of the share capital stated in the financial report for the most recent period, and the requirements of items B to F of the preceding subparagraph are met.
  15. Where suspension of trading was ordered pursuant to subparagraph 16 of the preceding paragraph, and corrections or improvements have been made in accordance with relevant bylaws, rules, and regulations.
50-10     If any of the following circumstances applies to any TIB listed company or TIB primary listed company, the TWSE shall, in accordance with Article 144 or Article 165-1, under which Article 144 shall apply mutantis mutandis, of the Securities and Exchange Act, delist its securities, and report to the Competent Authority for Recordation:
  1. After a full two years from the day of listing in the market, its stocks are listed at TPEx or registered as emerging stocks on Over-the-Counter market.
  2. 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 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. The authority of the jurisdiction of incorporation has revoked or voided its incorporation registration, ordered its dissoloution, or its shareholders meeting has passed a dissolution resolution, and the dissolution registration is completed.
  3. Any conditions specified in Article 251 or 271 of the Company Act or the relevant authority has revoked its approval for other reasons.
  4. Confirmation of bankruptcy by any court.
  5. Confirmation of reorganization by any court, or dismissal of reorganization motion due to impossibility of restructuring or rehabilitation.
  6. Failure to resume trading of its securities within one year after the trading day next following the date of suspension of trading pursuant to parapragraph 1, subparagraph 1 of the preceding article.
  7. Where any of the following circumstances applies to the company's securities:
    1. 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 1 or 12 of the preceding article.
    2. Trading of the securities is resumed after having been suspended pursuant to paragraph 1, subparagraph 3 of the preceding article for less than 6 months, and, within 6 months from the resumption of trading, trading is again suspended pursuant to paragraph 1, subparagraph 3 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 paragraph 1, subparagraph 10 of the preceding article where the company has failed to carry out remedial procedures as set forth in Article 49-4, 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.
  9. 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 shows a negative net worth.
  10. 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.
  11. 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, 53-10, or 53-2.
  12. Material breach of the Agreement for Listing.
  13. Where another TWSE/TPEx listed company holds 70 percent or more of its total issued shares or paid-in capital, provided the regulations for procedures of delisting under Chapter IV-1 shall apply if that another TWSE/TPEx listed company has acquired shares in that company for reverse stock split or share exchange.
  14. Average closing price for 30 consecutive business days is lower than NT$3 or averge securities market value is lower than NT$100 million.
  15. Value of its total issued preferred shares listed for trading is less than NT$20 million or number of issued shares is less than 2 million.
  17. Other events requiring delisting of securities.
    If a listed company's securities have been suspended from trading by the TWSE because of a circumstance in paragraph 1, subparagraph 2 or 6, 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 its securities have been suspended from trading by the TWSE because of a circumstance in paragraph 1, subparagraph 2 or 6, of the preceding Article for a full 6 months without correction, and it meets the supplementation requirements of paragraph 2, subparagraph 2 or 6 of the preceding Article.
  2. Where, after public announcement of delisting for reasons in subparagraph 8 of the preceding paragraph, 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 49-4, paragraph 2, subparagraph 9 and submitting relevant documentary proof.
    A TIB listed company or a TIB primary 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.
    Except in the case of a merger conducted under Chapter IV-1, a TIB listed company or a TIB primary listed company applying for delisting of its securities in accordance with Article 145 or Article 165-1, under which Article 144 shall apply mutantis mutandis, 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 13 herein, the listed parent company shall undertake to unconditionally purchase the remaining outstanding shares of the company.