| Title： |
Supplementary Provisions to the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings(2008.05.16) |
| Date： |
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Article 24
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As used in Article 28-8, paragraph 1, subparagraph 1, "circumstances that seriously impact the financial or operational status of the company or are sufficient to cause its dissolution or to alter its organization or capital" means that any of the following circumstances applies to a foreign issuer or a company controlled by it that is applying for a primary listing:
1. Involvement in litigation or non-litigious matters sufficient to cause dissolution or to alter its organization, capital, business plan, or financial condition, or to cause suspension of production.
2. Involvement in a major disaster, the signing of a major agreement, the occurrence of a special circumstances, the alteration of important aspects of its business plan, or the dishonoring of a check, where sufficient to cause a material change in the financial condition of the company.
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Article 25
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As used in Article 28-8, paragraph 1, subparagraph 2, "the finances or operations of the company are not distinguishable independently from those of others" means that any of the following circumstances applies to a foreign issuer or a company controlled by it that is applying for a primary listing:
1. The applicant company's sources of funding are overconcentrated in non-financial institutions.
2. The applicant has entered into contracts with others that impose severe limits on its operations or that are obviously unreasonable, creating the likelihood that the company will be adversely influenced.
3. The applicant company shares a joint a line of credit with another in which the credit of the two is not clearly distinguished. This provision does not apply when the line of credit is shared by a parent company and its subsidiary.
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Article 26
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As used in Article 28-8, paragraph 1, subparagraph 3, "significant trading irregularity" means that any of the following circumstances applies to a foreign issuer or a company controlled by it that is applying for a primary listing:
1. The purpose, price, terms and conditions, or the handling procedures for a purchase or sale of goods are at variance with those of an ordinary transaction or are obviously unreasonable.
2. When, for various trades with related parties, there is no verification of reasonable necessity for the trade, or of the legality of the decision-making process for the trade, or the reasonableness of the price or the payment or receipt of funds (including comparison with non-related parties or same industry parties).
In the same subparagraph, "has not been rectified" means the aforementioned circumstances still exists on the date on which the TSEC receives the application of listing of its securities.
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Article 27
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As used in Article 28-8, paragraph 1, subparagraph 4, "actions violating the principle of good faith" means that any of the following circumstances applies to a foreign issuer or a company controlled by it that is applying for a primary listing, or by an incumbent director, supervisor, general manager, or de facto responsible person of the issuer or controlled company:
1. Being in arrears in the repayment of any loan extended to it by a financial institution.
2. Having had a judgment issued against it for violation of the applicable laws of the place or country of its registration.
3. Having violated the matters declared in the declaration it submitted at the time of application.
4. Having been involved in misrepresentation or suffered a loss of credit, causing damage to the interests of the company, the rights and interests of its shareholders, or the public interest.
5. The circumstances under subparagraphs 1 through 3 above do not fall within the scope of this provision when they are not material or occurred due to reasonable cause.
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