Taiwan Stock Exchange - Rules & Regulations Directory

Amendments

Title:
Operating Rules of the Taiwan Stock Exchange Corporation(2003.07.10)

Article 50-1
Where any listed company satisfies any of the following conditions, this Corporation shall, in accordance with Article 144 of the Securities and Exchange Law, report to and obtain the approval of the Competent Authority to de-list such securities:
 1. Any conditions specified in Article 9, Article 10, Article 11, Paragraph 2 of Article 17, Subparagraphs 1 through 7 of Paragraph 1 of Article 315, or Article 397 of the Company Law or Article 21 or Article 54 of the Financial Holding Company and a relevant competent authority has revoked its company license, ordered its dissolution, or voided its approval.
 2. Any conditions specified in Article 251 or Article 271 of the Company Law or the relevant authority has revoked its approval for other reasons.
 3. Confirmation of bankruptcy by any court.
 4. Confirmation of reorganization by any court, or denial of reorganization motion issued in accordance with Subparagraph 2 of Paragraph 3 of Article 285-1 of the Company Law.
 5. The scope of the business of the company has changed substantially, and this Corporation believes that it is no longer appropriate for listing.
 6. The total amount of its listed preferred shares is less than 200 million New Taiwan Dollars.
 7. The trading of its securities has been suspended pursuant to any subparagraph of Paragraph 1 of the preceding Article, and after six months, conditions described in any subparagraph of Paragraph 1 of the preceding Article still exists; or, where trading of the securities is resumed after having been suspended pursuant to Subparagraph 2 of Paragraph 1 of the preceding article for less than six months, and, within six months from the resumption of trading, trading is again suspended pursuant to Subparagraph 2 of Paragraph 1 of the preceding article, and the aggregate period of suspension of trading exceeds six months.
 8. Record of refusal of financial institutions to transact with the company or of the circumstances referred to in Subparagraph 9 of Paragraph 1 of the preceding Article where the company has failed to carry out remedial procedures as set forth in Subparagraph 9 of Paragraph 2 of Article 49 and submit relevant evidentiary documentation within six months of the trading day next following the date of suspension of trading. However, if the negotiable instrument is retrieved by means of a settlement, an application may be filed with this Corporation for re-calculation of the duration of the period of suspension of trading as from a date approved by this Corporation. Such application shall be accompanied by the settlement document, a photocopy of the negotiable instrument, and other relevant materials. Only one such extension may be granted.
 9. The latest financial report publicly announced and registered in accordance with Article 36 of the Securities and Exchange Law or the consolidated financial report of an investment holding company or financial holding company shows a negative net worth.
 10. The business of the company has completely stopped and cannot commence quickly, or there is no business revenue; provided such provisions shall not be applicable to a company, listed in accordance with Article 6-1 of Criteria for Review of Securities Listings, which has no business income during the period of construction under the concession contract.
 11. Any conditions specified in Article 156 of the Securities and Exchange Law exists and the Competent Authority has ordered the suspension of trading of all of its securities for at least three months.
 12. Upon merger with another company, and the resultant combination does not satisfy the continual listing requirements of Article 51.
 13. Material breach of the Agreement for Listing.
 14. Final confirmation by a judicial authority that the listed company satisfies any of the following:
  i. The financial reports, accounting books, etc. provided by the company during the application for listing contain false and concealed items, and upon discounting for such false and concealed items, its profitability does not conform to the listing requirements; provided, the above shall not be applicable if five years have passed between the listing date and the date of confirmation by a judicial authority.
  ii. Satisfies the proviso of the preceding sub-item, and the false and concealed items still exists at the time of the final confirmation of judgment, and upon discounting for such false and concealed items, its current revenue generating ability does not conform to the listing requirements.
 15. Over 70 percent of its total issued shares or total capital is held by another listed (or OTC) investment holding company or financial holding company.
 16. Circumstances set forth in Paragraph 1, Subparagraph 12 of the preceding article and inability to achieve compliance with Paragraph 2, Subparagraph 12 of the same article within six months from the trading day next following the suspension of trading.
 17. Other events requiring de-listing.
Where de-listing of a listed company's listed securities has been publicly announced by this Corporation for reason of circumstances specified in Subparagraphs 7 or 8 of the Preceding Paragraph but the de-listing has not yet been implemented, this Corporation may waive the de-listing, following approval by the Competent Authority, where all of the following conditions are met and no circumstances specified in any other Subparagraphs of the preceding paragraph exist, and where the application for such waiver, accompanied by relevant facts and evidence, has been submitted to this Corporation at least eight trading days prior to the implementation date:
 1. Where, after public announcement of de-listing for reasons in Subparagraph 7 of the Preceding Paragraph, regular financial reports that had not been submitted on time are submitted, or relevant financial reports are corrected or rewritten in compliance with regulations.
 2. Where, after public announcement of de-listing for reasons in Subparagraph 8 above, the record of refusal of transaction by a financial institution or the dishonor of a negotiable instrument because of insufficient funds on deposit has been resolved by carrying out remedial procedures as set forth in Subparagraph 9 of Paragraph 2 of Article 49 and submitting relevant evidentiary documentation.
A listed company that makes full supplementations or corrections before the implementation date after its listed securities have been publicly announced for de-listing shall be eligible for a waiver of implementation of de-listing only if such listed company has never previously been granted a waiver of de-listing based on the same reasons.
A listed company applying for de-listing of its securities in accordance with Article 145 of the Securities and Exchange Law shall process the application in accordance with "Procedures for Handling Applications for De-Listing by Listed Companies."
Where a listed company de-lists in accordance with Paragraph 1, Subparagraph 15, said listed investment holding company or financial holding company shall undertake to unconditionally purchase the remaining outstanding shares of the company to de-list.

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