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Supplementary Provisions to the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings(2021.07.29) |
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Article 8
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The term "financial or business affairs are not independent from other person(s)" as used in Article 9, paragraph 1, subparagraph 2 of the Rules shall mean any of the circumstances below:
- Sources of capital are heavily concentrated in non-financial institutions.
- The applicant company has entered into contracts that severely limit its operations or that are patently unreasonable such that it creates an adverse influence on the company.
- The applicant company jointly shares a line of credit with another person in which its own credit utilization cannot be distinguished, provided that the sharing of a line of credit between a parent company and a subsidiary shall not be subject to this restriction.
- The purchase amount in the most recent period or most recent fiscal year from the time of the application for listing from related parties that are not companies within the same group enterprise exceeds 70 percent, provided that such provision may be waived in situations resulting from unique characteristics of its business, market demand and supply conditions, government policy, or any other reasonable causes.
- The operating revenue or operating profit in the most recent period or most recent fiscal year from the time of the application for listing from related parties that are not a companies within the same group enterprise exceeds 50 percent, or the operating revenue derived from the use of a critical technology or asset provided by the related parties mentioned above exceeds 50 percent, provided that such provision may be waived in situations resulting from unique characteristics of its business, market demand and supply conditions, government policy, or any other reasonable causes, which situation accounts for not more than 70 percent.
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Article 8-1
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The situation in Article 31, paragraph 1, subparagraph 2 of the Rules where “its financial or business affairs are not independent from others” means any of the following:
- The applicant company's sources of funding are overconcentrated in non-financial institutions.
- The applicant company 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.
- 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, however, to a joint line of credit that is shared between a parent company and a subsidiary.
- The purchase amount in the most recent period or most recent fiscal year from the time of the application for listing from related parties that is not companies within the same group enterprise exceeds 70 percent, provided that such provision may be waived in situations resulting from unique characteristics of its business, market demand and supply conditions, government policy, or any other reasonable causes.
- The operating revenue or operating profit in the most recent period or most recent fiscal year from the time of the application for listing from related parties that are not companies within the same group enterprise exceeds 50 percent, or the operating revenue derived from the use of a critical technology or asset provided by the related parties mentioned above exceeds 50 percent, provided that such provision may be waived in situations resulting from unique characteristics of its business, market demand and supply conditions, government policy, or any other reasonable causes.
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Article 25
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As used in Article 28-8, paragraph 1, subparagraph 2 of the Rules, "its finances or operations cannot be independently and clearly distinguished from those of another person" 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:
- The applicant company's sources of funding are overconcentrated in non-financial institutions.
- The applicant company 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.
- 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, however, to a joint line of credit that is shared between business entities that are included in the consolidated financial statement of the foreign issuer.
- The purchase amount in the most recent period or most recent fiscal year from the time of the application for listing from related parties that are not companies within the same group enterprise exceeds 70 percent, provided that such provision may be waived in situations resulting from unique characteristics of its business, market demand and supply conditions, government policy, or any other reasonable causes.
- The operating revenue or operating profit in the most recent period or most recent fiscal year from the time of the application for listing from related parties that are not a companies within the same group enterprise exceeds 50 percent, or the operating revenue derived from the use of a critical technology or asset provided by the related parties mentioned above exceeds 50 percent, provided that such provision may be waived in situations resulting from unique characteristics of its business, market demand and supply conditions, government policy, or any other reasonable causes, which situation accounts for not more than 70 percent.
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Article 32
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The conditions where listing is considered inappropriate as in Article 31 of the Rules that are applicable to an application under Chapter 4 of the Rules by a domestic issuer for listing on the Taiwan Innovation Board are governed by Articles 9 to 11, Articles 13 to 15, and Article 17 mutatis mutandis.
The conditions where listing is considered inappropriate as in Article 31 of the Rules that are applicable to an application under Chapter 4 of the Rules by a foreign issuer for primary listing on the Taiwan Innovation Board are governed by Articles 26 to 29 mutatis mutandis.
In the event of a “serious deterioration in its business operation” as in Article 31, subparagraph 6, the application of Articles 14 and 28 mutatis mutandis may be waived if the application for listing or primary listing of securities on the Taiwan Innovation Board is supported by an explanation on reasonableness.
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