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Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings  CH

Amended Date: 2021.07.29 (Articles 18, 19, 28-5, 28-6, 32, 33 amended,English version coming soon)
Current English version amended on 2021.01.29 
Categories: Primary Market > Review

Title: Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings(2008.07.01)
Article 9 Notwithstanding the fact that an issuing company applying for the listing of its stock meets the listing criteria set forth in these Rules, 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 8, 9, or 10 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 subparagraphs 1 and 2, Paragraph 1 of Article 156 of the Securities and Exchange Act, 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. Its financial or business affairs are not independent from other person(s).
3. It has had any material labor dispute or environmental pollution sufficient to affect its normal financial and business operations, and has not made improvement.
4. It has been discovered any material non-arms-length transaction and has not made improvement.
5. After the capital increase through a new share issue which has been effected or 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.
6. It has failed to effectively implement its written accounting system, internal control system, or internal audit system, or has failed to prepare financial reports in accordance with relevant laws and regulations and generally accepted accounting principles, and the event of this failure is considered as material.
7. There has been serious deterioration in its business operation.
8. Where the company applying for listing conducted any activities in violation of the principle of good faith in the most recent five years, or where its directors, supervisors, general manager or de facto responsible person violated the same principle in the most recent three years.
9. If a company applying for listing has less than five members on its board of directors, or less than two independent directors; less than three supervisors; or if its board of directors or supervisors are unable to independently exercise their functions; provided that if pursuant to Article 14-4 of the Securities and Exchange Act an audit committee has been established in lieu of supervisors, the requirement of this subparagraph regarding supervisors shall not apply. Additionally, the elected independent directors must be persons that are not juristic persons or representatives thereof under Article 27 of the Company Act, and at least one of them must be a professional in accounting or finance. 
10. 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 percent or greater of its total issued 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 Rules or for other legitimate reason.
11.Where the company applying for listing is the existing or newly established company accepting transfer of business or assets due to a demerger of an exchange- (or OTC-) listed company, and transfers of equity conducted by the exchange- (or OTC-) listed company in the most recent 3 years for purposes of reducing its shareholding ratio in the company applying for listing have damaged shareholders' equity.
12. Where the listing is considered by this Corporation as inappropriate due to its scope of business, nature or special circumstances.
Subparagraph 2 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 subparagraphs 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.