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Article 15
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The term "conduct any activities in violation of the principle of good faith" as used in Article 9, paragraph 1, subparagraph 8 of the Rules shall mean any of the following circumstances:
- With respect to the company:
- The bills clearing house announces that a checking account opened by the company applying for listing has been declined, or that checks or negotiable instruments issued by the company with a financial institution as its paying agent were dishonored due to insufficient funds and the records thereof have not yet been cancelled.
- The company has been delinquent in the repayment of any loan extended to it by a financial institution. However, this shall not apply if 3 years has already passed since repayment was completed.
- A criminal sanction has been imposed on the company by a final judgment of violation of the Labor Standards Law, provided that where, within the most recent 2 years, an examination agency has found through re-inspection that the violation has been corrected.
- A final judgment has found the company in violation of the Tax Collection Law.
- The company breaches the warranties and representations made in its application for listing.
- The company has made materially false and misleading representations, violated the law, or lost creditworthiness resulting in injury to the company's interests or the rights and interests of the shareholders or the public.
- With respect to the directors, general manager, or de facto responsible person:
- Any of the circumstances set forth in subparagraphs 1-5 of the preceding paragraph, provided that those subparagraphs shall not apply in the case of delinquency in the repayment of a loan to a financial institution when the delinquency is not of a material nature or when there is a reasonable cause for the delinquency.
- Any commission of a crime under a commercial law such as the Company Act, Banking Act, Insurance Act, Financial Holding Company Act, Securities and Exchange Act, Futures Trading Act, Business Entity Accounting Act, Act Governing Bills Finance Business, or commission of a crime of corruption, malfeasance in office, fraud, breach of fiduciary duty, or embezzlement, for which a sentence of imprisonment for a fixed period or a more severe criminal penalty was handed down by a court judgment.
- Other acts in serious violation of laws and regulations or the principle of good faith.
- Other serious violations of laws or regulations or the principles of good faith.
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Article 17
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The phrase "the board of directors is unable to independently exercise their functions" as used in Article 9, paragraph 1, subparagraph 9 of the Rules means none of the following circumstances may be present:
- 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.
- Where a person serving as independent director of the applicant company has failed to receive training of 3 [course] hours per year to acquire professional knowledge in the areas of law, finance, or accounting and obtain relevant certification documents issued from any of the continuing education systems under (i), (ii), and (iv) of 3.(4) of the Rules Governing Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEX Listed Companies.
- Where more than one-half of the directors of the applicant company are mutually related in any of the following ways:
- Spouses.
- Relatives within the second degree of kinship.
- Representatives of the same juristic person.
The provisions of subparagraph 3 of the preceding paragraph 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, 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.
The provisions of subparagraph 3 of paragraph 1 shall not apply when the relationship set out in item 3 of that subparagraph exists between more than half of the directors and with the approval of the competent authority for the relevant industry.
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