| Title： |
Supplementary Provisions to the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings(2012.12.04) |
| Date： |
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Article 14
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The term "serious deterioration" as used in Article 9, paragraph 1, subparagraph 7 of the Rules shall mean any of the following circumstances:
1. Operating revenue and operating income for the most recent fiscal year or the fiscal year in which the application for listing is filed show a marked deterioration relative to other enterprises in the same industry.
2. Net pre-tax income for the most recent fiscal year or the fiscal year in which the application for listing is filed show a marked deterioration relative to other enterprises in the same industry.
3. There is continuing negative growth in operating revenues and operating income for each of the 3 most recent fiscal years.
4. There is continuing negative growth in net pre-tax income for each of the 3 most recent fiscal years.
5. The company's products or technology are outdated, and it has no plan for improvement.
The provisions of the preceding paragraph do not apply where the ratio of paid-in capital to operating revenues and net pre-tax income of the company applying for stock listing in the most recent fiscal year are not lower than 12 percent.
For the "other enterprises in the same industry" in paragraph 1, subparagraphs 1 and 2, the securities underwriter shall evaluate and explain the reasonableness of the enterprises sampled for comparison.
The provisions of subparagraphs 3 and 4 of paragraph 1 do not apply to a company already having a concrete improvement plan that is producing positive effects.
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Article 23-1
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The term "serious deterioration" as used in Article 27-2, subparagraph 4 of the Rules shall mean any of the following circumstances:
1. Operating revenue and operating income for the most recent fiscal year or the fiscal year in which the application for listing is filed show a marked deterioration relative to other enterprises in the same industry.
2. Net pre-tax income for the most recent fiscal year or the fiscal year in which the application for listing is filed show a marked deterioration relative to other enterprises in the same industry.
3. There is continuing negative growth in operating revenue and operating income for each of the 3 most recent fiscal years.
4. There is continuing negative growth in net pre-tax income for each of the 3 most recent fiscal years.
5. The company's products or technology are outdated, and it has no plan for improvement.
The provisions of the preceding paragraph do not apply where the ratio of net pre-tax income to the net worth of the applicant company in the annual closing of accounts for the most recent fiscal year is not lower than 12 percent, or the pre-tax income for the most recent fiscal year is not lower than NT$500 million.
For the "other enterprises in the same industry" in paragraph 1, subparagraphs 1 and 2, the securities underwriter shall evaluate and explain the reasonableness of the enterprises sampled for comparison.
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Article 24
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As used in Article 27-2, subparagraph 1, or Article 28-8, subparagraph 1, of the Rules, "circumstance having a serious impact on the company's financial or business condition, or sufficient to cause its dissolution or changes to its organization or capital" means that any of the following circumstances applies to an applicant company or to a company controlled by a foreign issuer 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 28
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The term "serious deterioration" as used in Article 28-8, subparagraph 5 of the Rules shall mean any of the following circumstances:
1. Operating revenue and operating income for the most recent fiscal year or the fiscal year in which the application for listing is filed show a marked deterioration relative to other enterprises in the same industry.
2. Net pre-tax income for the most recent fiscal year or the fiscal year in which the application for listing is filed show a marked deterioration relative to other enterprises in the same industry.
3. There is continuing negative growth in operating revenues and operating income for each of the 3 most recent fiscal years.
4. There is continuing negative growth in net pre-tax income for each of the 3 most recent fiscal years.
5. The company's products or technology are outdated, and it has no plan for improvement.
The provisions of the preceding paragraph do not apply where the net pre-tax income of the company applying for stock listing in the most recent fiscal year is not lower than NT$240 million.
For the "other enterprises in the same industry" in paragraph 1, subparagraphs 1 and 2, the securities underwriter shall evaluate and explain the reasonableness of such enterprises sampled for comparison.
The provisions of paragraph 1, subparagraphs 3 and 4 do not apply to a company already having a concrete improvement plan that is producing positive effects.
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Article 29
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The phrase "any of the applicant company's board of directors or supervisors are unable to independently exercise their functions" as used in Article 28-8, subparagraph 6 of the Rules means that none of the following circumstances may be present:
1. A person serving as an independent director of the applicant company fails to satisfy any prerequisite set forth in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
2. Where more than one-half of the directors of the applicant company are mutually related, or all supervisors are mutually related to one another or related to any member of the board of directors, in any of the following ways:
A. Spouses.
B. Relatives within the second degree of kinship.
C. Representatives of the same juristic person.
3. The provisions of the preceding subparagraph shall also apply to the natural person who, when the government or a juristic person is the shareholder, and in its capacity as government or juristic person is elected as director or supervisor, and designates a natural person as representative to exercise those functions on its behalf; and shall also apply to the government's or juristic person's representative who is elected to serve as director or supervisor.
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