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Amendments

Title：

Operating Rules of the Taiwan Stock Exchange Corporation  CH

Amended Date： 2024.11.15 (Articles 50-1 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(2023.11.13)
Date：
47-1     SITEs, FTEs, and the master agents of offshore fund institutions shall report the following information within the prescribed time period:
  1. Where an announcement is related to the rights of beneficiaries, the relevant particulars shall be entered into the Internet information reporting system designated by the TWSE. Where particulars that should be publicly announced but were not announced, or where the announced items were not sufficiently explanatory, the TWSE may inform the company to make the announcement or supplement or amend the announcement.
  2. Upon receiving notification from the TWSE of approval for offering and issuance of beneficial certificates, a SITE shall upload the electronic file of the prospectus onto the Internet information reporting system designated by the TWSE.
  3. At the same time that the annual financial reports and bimonthly financial reports of the fundare filed with the Competent Authority,an electronic file of said reports shall be uploaded onto the Internet information reporting system designated by the TWSE.
    The TWSE may provide original or abstract copies of the information provided to it pursuant to the preceding paragraphs for review by the public.
49-4     If any of the following circumstances applies to a TIB listed company or a TIB primary listed company, the TWSE may place its listed stocks under the altered trading method:
  1. The latest 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-third of its share capital stated on the financial report.
  2. A regular shareholders meeting has not been held within 6 months after the end of the fiscal year.
  3. The attesting CPA for the most recent financial report publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act issues a qualified audit report or a review reportwith a qualifiedconclusion. However, this shall not apply if it is otherwise permitted by the laws and regulations of the competent authority, or in the case of an interim financial report if the reason is that the calculation of investment in a non-major subsidiary, or investment accounted for using the equity method, and the amount of profit or loss thereupon, is based on a financial report that has not been audited or reviewed by a CPA, and the attesting CPA has fully disclosed in the audit or review 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.
  4. Violation of relevant bylaws or rules concerning the material information of a TWSE 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 have been provisionally ordered to be suspended of the performance of their authorities and duties.
  6. A petition for re-organization has been filed to the court in accordance with Article 282 of the Company Act or to the court of the jurisdiction of incorporation.
  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 shareholding dispersion criteria under Article 29, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings.
    2. The newly appointed directors or president meet any of the conditions under Article 31, paragraph 1, subparagraph 7 of the TWSE Rules Governing 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. Failure to abide by an undertaking to purchase the shares held by other shareholders of a TWSE listed (or TPEx listed) subsidiary in which it has shareholding of more than 70 percent or a TIB listed subsidiary or TIB primary listed subsidiary in which it has shareholding of more than 80 percent.
  11. Any of the following circumstances occurs in the handling of stock affairs:
    1. The company has not engaged an agent of stock affairs, and has not obtained the Taiwan Depository and Clearing Corporation's review and agreement to handle stock affairs.
    2. The Taiwan Depository and Clearing Corporation has audited and discovered a material irregularity in stock affairs, and the company has failed to correct the irregularity within the deadline set by the TWSE for corrections.
  12. 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.
  13. The number of listed common shares does not reach 25 percent of the total number of the company's issued common shares and5 million shares.
  14. It fails to meet the requirements under Article 50-9, paragraph 2, subparagraph 12 within 6 months after trading is suspended according to paragraph 1, subparagraph 12 of the same article.
  15. The board of directors resolves to refer a dissolution proposal to a shareholders meeting for resolution.
  16. Directors of a TIB primary listed company with registered household in the Republic of China take less than a majority seats in the board, or fewer than two independent directors have a registered household in the Republic of China, and no special shareholders meeting has been held for a re-election within 60 days of occurrence of the fact.
  17. The TWSE deems it necessary to do so for any other reason.
    Where the listed stocks of a TIB listed company or a TIB primary listed company are placed under an altered trading method due to a circumstances provided in the subparagraphs of the preceding paragraph, if the following subparagraphs are met and none of the circumstances under the subparagraphs of the preceding paragraph exists, the TWSE may resume the original trading method of its stocks:
  1. After its stocks have been placed under an altered trading method pursuant to subparagraph 1 of the preceding paragraph, 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 than one-third 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. After its stocks have been placed under an altered trading method pursuant to subparagraph 2 of the preceding paragraph,
  3. After its stocks have been placed under an altered trading method pursuant to subparagraph 3 of the preceding paragraph, it has made corrections or improvements and the circumstances under that subparagraph no longer exist.
  4. After its stocks have been placed under an altered trading method pursuant to subparagraph 4 of the preceding paragraph, it has rectified the situation after having been notified to proceed with disclosure process.
  5. After its stocks have been placed under an altered trading method pursuant to subparagraph 5 of the preceding paragraph, the court has vacated the provisional order and then more than one-third of the company’s directors are able to perform their authorities and duties.
  6. After its stocks have been placed under an altered trading method pursuant to subparagraph 6 of the preceding paragraph, the petition for re-organization was withdrawn or was conclusively dismissed by court pursuant to Article 283-1, subparagraph 1 or Article 285-1, paragraph 3, subparagraph 1, or was conclusively dismissed by court of the jurisdiction of incorporation pursuant to law;provided that the execution period of the altered trading method shall not be less than 3 months where the petition for re-organization was withdrawn
  7. After its stocks have been placed under an altered trading method pursuant to subparagraph 7 of the preceding paragraph, corrections or improvements were made.
  8. After its stocks have been placed under an altered trading method pursuant to subparagraph 8 of the preceding paragraph, the company has repaid the debt or reached a settlement agreement with the creditors.
  9. Within 3 months of the trading day next following the date its stocks have been placed under an altered trading method pursuant to subparagraph 9 of the preceding paragraph, the company has completed any of the remedial procedures enumerated herein below, and the 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. However, if the company adopts the remedial procedure of “extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument” or “complete negotiation of settlement with correspondence financial institution”, 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 within 3 motnhs after its stocks have been placed under an altered trading method pursuant to subparagraph 10 of the preceding paragraph.
  11. Where correction or improvement has been made within 3 motnhs after its stocks have been placed under an altered trading method pursuant to subparagraph 11 or 13 of the preceding paragraph,
  12. Where the points in question have been clarified after its stocks have been placed under an altered trading method pursuant to subparagraph 12 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.
  13. Within two years after the securities have been placed under the altered trading method due to the circumstances in subparagraph 14 of the preceding paragraph, 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 3 percent or more of the share capital stated in the financial reports for the most recent period, and the requirements of Article 50-9, paragraph 2, subparagraph 12, items B to F are met.
  14. After its stocks have been placed under an altered trading method pursuant to subparagraph 15 of the preceding paragraph, the dissolution proposal is further revoked by the board od directors or is not approved with a resolution at the shareholders meeting.
  15. After its stocks have been placed under an altered trading method pursuant to subparagraph 16 of the preceding paragraph, a special shareholders meeting has been held and re-election is completed.
  16. After its stocks have been placed under an altered trading method pursuant to subparagraph 17 of the preceding paragraph, correction or improvement has been made upon requpest of the TWSE.
    Where the TWSE has placed the listed securities of a TIB listed company or a TIB primary listed company under an altered trading method, or has resumed the original trading method of its listed securities pursuant to the preceding paragraphs, the competent authority shall be informed of the change within one month after the implementation for recordation.
    Article 49-1, subparagraphs 4 to 7 shall apply mutatis mutandis to TIB primary listed companies.
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 when applying for listing; provided this subparagraph shall not apply when a TIB primary listed company amends important matters pertaining to protection of shareholders’equipty 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 offerof a TWSE/TPEx listed companya 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.
  15. (deleted)
  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 Actreport 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 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 reportwith 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 madewithin 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.
    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.
  14. (deleted)
  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.