Notwithstanding the fact that an issuing company applying for the listing of its stock meets the listing criteria set forth in these Criteria, this Corporation may disagree to its listing if the issuing company has any of the events listed below, except for any of those in Subparagraphs 10, 12, or 13 under which this Corporation shall disagree to its listing, and is deemed by this Corporation to be inappropriate for listing:
1. It has any of the events set forth in Items 1 and 2, Paragraph 1 of Article 156 of the Securities and Exchange Law, or has made misrepresentation or false statement or conducted unlawful activities that may affect the price of its securities after listing thereof, and will cause fear that the market order may be affected or the public interests may be harmed.
2. It has merged other company for less than one (1) full fiscal year; provided that the above shall not be applicable if prior to the merger the profitability of the surviving company and that of the merged company meet the listing criteria.
3. Its financial or business affairs are not independent from other person(s).
4. It has had any major labor dispute or environmental pollution that will certainly affect its normal financial and business operations, and has not improved it.
5. It has been discovered any major abnormal transaction and has not improved it.
6. After the capital increased through the issuance of new shares which has been effected and is being effected in the year in which it applies for listing is included in the amount of paid-in capital in its final account for the respective year, it does not meet the listing criteria .
7. It has borrowed from non-financial institution without interest or with interest rate lower than the normal interest rate and, after recalculating the interest expenses according to the normal rate, it does not meet the listing criteria.
8. It has failed to effectively implement its written accounting systems, internal compliance systems, internal audit systems, or has failed to prepare financial reports in accordance with laws and regulations and generally accepted accounting principles, and the event of this failure is considered as material.
9. There has been major deterioration in its business operation.
10. Where the company applying for listing conducted any activities in violation of the principle of good faith in the most recent five (5) years, or where its directors, supervisors, general manager or de facto responsible person violated the same principle in the most recent three (3) years.
11. Where the directors, supervisors and shareholders who hold 10% or greater of its total issued and outstanding shares have transferred a large number of shares in the year in which it applies for listing and in the most recent fiscal year.
12. Where the company applying for listing has less than five members on its board of directors, or less than 2 independent directors; less than three supervisors, or less than one independent supervisor; or where within the past year the board of directors or supervisor(s) have been unable to independently exercise their functions. Additionally, the elected independent directors and independent supervisor(s) shall be confined to persons other than juristic persons or representatives thereof set forth in Article 27 of the Company Law, and at least one of each shall be a professional in accounting or finance.
13. Where the Company applying for listing has been registered for trading as an emerging stock on the OTC market in the fiscal year of the listing application and the most recent fiscal year thereto, and there has been, from the OTC registration date onward, any trading of stock issued by the applicant company by any incumbent director, supervisor, or shareholder holding 10% or greater of its total issued and outstanding shares other than on the emerging stock market; provided, this restriction shall not apply where such trading is for purposes of underwriting under Article 11 of these Criteria or for other legitimate reason.
14. Where the listing is considered by this Corporation as inappropriate due to its scope of business, nature or special circumstances.
Items 3, 11 and 12 of the immediately preceding paragraph shall not apply to companies applying for listing which are government-owned enterprises.
The ending date of the applicable periods referred to in various Items of Paragraph 1 of this Article shall be the day immediately before the date on which the letter approving its Agreement for Listing is issued by the Competent Authority.