Taiwan Stock Exchange - Rules & Regulations Directory

Amendments

Title:
Operating Rules of the Taiwan Stock Exchange Corporation(2011.12.09)

Article 49-1
If any of the circumstances listed below apply to a primary listed company, the TWSE may place that company's listed shares under an altered trading method:
1. Net worth, as indicated in its duly announced and filed consolidated financial report for the most recent period, of less than one-half of its share capital stated in the financial report. If the stock has no par value or a par value per share other than NT$10, the share capital shall refer to the sum of the share capital plus capital reserves minus the original issue premium.
2. Failure to convene and bring to completion a regular shareholders meeting within 6 months after the conclusion of the business year.
3. The CPA-issued audit or review report indicates substantial doubt about the going-concern assumption, or the certifying CPA issued an audit or review report with a qualified opinion concerning the duly announced and filed financial report for the most recent fiscal year or half-year, provided that this restriction shall not apply if it is due to figures from an investee company's financial report that was not audited and attested by a CPA being used to calculate the amount of, and gains (losses) on, long-term equity investments for that primary listed company's semi-annual financial report, and the certifying CPA has fully disclosed in the audit report the reasons for the qualified opinion and the possible impact on the monetary amount of any accounting items, and there are no material irregularities.
4. It violated any rule or regulation relating to listed foreign securities such as rules or regulations regarding the disclosure of material information, was notified to conduct supplementary disclosure procedures, failed to do so before the deadline, and the circumstances of the case were serious.
5. Any petition for its reorganization has been submitted to the court in the country where it is registered.
6. If the situation in Article 28-8, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings applies to the incumbent director, supervisor, or general manager of the primary listed company or any company it controls, and corrective action is not taken within the period prescribed by the TWSE.
7. Inability to redeem ordinary corporate bonds or convertible corporate bonds upon maturity or upon creditor request.
8. A negotiable instrument has been dishonored by a financial institution due to insufficient funds and the TWSE is aware of the situation.
9. Explanations in a press conference concerning material information fail to clarify the points in question and the TWSE deems it necessary to protect the rights and interests of investors.
10. The TWSE deems it necessary to do so for any other reason.
When a primary listed company's securities have been placed under an altered trading method due to any circumstance in a subparagraph of the preceding paragraph, if the company meets the respective requirements listed below and is free of any other circumstances in the subparagraphs of the preceding paragraph, the TWSE may restore the regular trading method for the company's listed shares:
1. After placement under an altered trading method pursuant to subparagraph 1 of the preceding paragraph, the net worth in its consolidated financial reports as duly filed and announced for each of the most recent two periods exceeds NT$300 million and is one-half or more of its share capital as stated therein, and the operations for exchange of securities upon capital reduction have been completed. If the stock has no par value or a par value per share other than NT$10, the share capital shall refer to the sum of the share capital plus capital reserves minus the original issue premium.
2. After placement under an altered trading method pursuant to subparagraph 2 of the preceding paragraph, it convenes and brings to completion the regular shareholders meeting.
3. After placement under an altered trading method pursuant to subparagraph 3 of the preceding paragraph, the CPA-issued audit report for its most recent consolidated financial report indicates there is no longer any substantial doubt regarding the going-concern assumption; or its financial report has already shown improvement and after conducting a re-audit the CPA issues an audit with an unqualified opinion or issued an unqualified review report; or the semi-annual financial report of the investee company has already duly been reviewed or audited by a CPA.
4. After placement under an altered trading method pursuant to subparagraph 4 of the preceding paragraph, it conducts supplementary disclosure procedures as per notification.
5. After placement under an altered trading method pursuant to subparagraph 5 of the preceding paragraph, the petition for its reorganization is withdrawn, provided that the altered trading method implementation period may not be less than 3 months.
6. After placement under an altered trading method pursuant to subparagraph 6 of the preceding paragraph, supplementation or corrective action is taken.
7. After placement under an altered trading method pursuant to subparagraph 7 of the preceding paragraph, the company settles its obligation or reaches a conciliation agreement with the creditor.
8. Within 3 months from the next business day after placement under an altered trading method pursuant to subparagraph 8 of the preceding paragraph, it extinguishes the debt under the negotiable instrument by actual settlement of the amount of the negotiable instrument or completes payment negotiation procedures with its financial institution, and has the negotiation documents signed and certified by a CPA and attorney and submits them together with other relevant documentation to the TWSE for review and recordation.
9. After placement under an altered trading method pursuant to subparagraph 9 of the preceding paragraph, it clarifies the points in question.
10. After placement under an altered trading method under subparagraph 10 of the preceding paragraph, it provides supplementation or takes corrective action as required by the TWSE.
Within 1 month after it places the listed shares of a primary listed company under an altered trading method pursuant to the circumstances of paragraph 1, or restores that company's listed shares to the regular trading method under paragraph 2, the TWSE shall file with the Competent Authority for recordation.
After a primary listed company, under Article 28-7 of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, adds in its articles of incorporation, organizational documents, or important financial or business documents any important matters as designated by the TWSE in connection with the protection of shareholders equity, it shall submit the draft amendment with a legal opinion by a lawyer regarding important matters in connection with the protection of shareholders equity of its articles of incorporation, organizational documents, or important financial or business documents to the TWSE 15 days before the notice or announcement of the shareholders meeting. If the TWSE deems that the draft amendment is likely to impair shareholders equity, it may issue an opposing opinion to the draft amendment. If the primary listed company, without the prior approval of the TWSE, fails to submit the draft amendment by the above-stated deadline, the TWSE may impose a penalty of NT$30,000.
If the TWSE deems that any content of a primary listed company's articles of incorporation, organizational documents, or important financial or business documents is likely to impair shareholders equity, it may require the primary listed company to amend its articles of incorporation, organizational documents, or important financial or business documents by a deadline. If the primary listed company fails to amend its articles of incorporation, organizational documents, or important financial or business documents by the deadline, the TWSE may impose a penalty of NT$30,000, and further impose a deadline for amendment of the articles of incorporation, organizational documents, or important financial or business documents. If the primary listed company still fails to amend the articles of incorporation, organizational documents, or important financial or business documents by the deadline, the TWSE may designate its listed stock as securities placed under an altered trading method. However, if in an individual case the circumstances of the impairment to shareholder equity are serious, the TWSE may proceed directly to designate the listed stock as securities placed under an altered trading method, without first imposing the penalty.
When listed stock of a primary listed company is designated as securities placed under an altered trading method because of circumstances in paragraph 5, then once the articles of incorporation, organizational documents, or important financial or business documents have been amended so that there is no longer any likelihood of impairment to shareholder equity, nor is there any other of the circumstances set out in the subparagraphs of paragraph 1, the TWSE may resume normal trading of the company's listed stock.
When the TWSE designates the listed stock of any primary listed company as securities placed under an altered trading method pursuant to paragraph 5, or resumes normal trading of its listed stock pursuant to paragraph 6, it shall report to the competent authority for recordation within 1 month after executing the measure.
If a secondary listed company, or a foreign issuer that issues Taiwan Depositary Receipts or the depositary institution thereof, breaches an undertaking executed at the time of its application for listing, the TWSE may depending on the case impose a breach penalty of NT$30,000 and order it to make supplementation or corrections within a certain period of time.
If a secondary listed company, or a foreign issuer that issues Taiwan Depositary Receipts or the depositary institution thereof, fails to make supplementation or corrections within the period of time under the preceding paragraph, the TWSE may place its listed securities under an altered trading method and the provisions of paragraph 3 shall apply mutatis mutandis.

Article 49-3
If any of the following circumstances applies to a TWSE primary listed company, the TWSE may impose the periodic call auction trading method for its listed securities pursuant to the Rules Governing Trading of Securities Placed Under Altered Trading Methods:
1. Its listed securities have been placed under an altered trading method pursuant to Article 49-1, paragraph 1, subparagraph 5.
2. Its listed securities have been placed under an altered trading method pursuant to Article 49-1, paragraph 1, subparagraph 7.
3. Its listed securities have been placed under an altered trading method pursuant to Article 49-1, paragraph 1, subparagraph 8.
4. Its net worth as stated on its consolidated financial report duly announced and registered for the latest period is lower than three-tenths of its share capital stated on the financial report. If the stock has no par value or a par value per share other than NT$10, the share capital shall refer to the sum of the share capital plus capital reserves minus the original issue premium.
5. The TWSE deems it necessary to do so for any other reason.
Where the periodic call auction trading method has been imposed for listed securities of a TWSE primary listed company because of a circumstance specified in a subparagraph of the preceding paragraph, and no circumstance specified in any other subparagraph of the preceding paragraph exists, the TWSE may lift the requirement of the periodic call auction trading method if the respective requirement listed among the following subparagraphs is satisfied:
1. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 1 of the preceding paragraph: satisfy the requirements of Article 49-1, paragraph 2, subparagraph 5.
2. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 2 of the preceding paragraph: satisfy the requirements of Article 49-1, paragraph 2, subparagraph 7.
3. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 3 of the preceding paragraph: satisfy the requirements of Article 49-1, paragraph 2, subparagraph 8.
4. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 4 of the preceding paragraph: satisfy the requirement that the net worth stated on the TWSE primary listed company's latest-period financial report audited and certified by a CPA and duly publicly announced and registered be not less than three-tenths of the share capital stated on the financial report, and that the operations for exchange of securities upon capital reduction have been completed. If the stock has no par value or a par value per share other than NT$10, the share capital shall refer to the sum of the share capital plus capital reserves minus the original issue premium.
5. Where the periodic call auction trading method has been imposed because of a circumstance under subparagraph 5 of the preceding paragraph: have made supplementation or correction as demanded by the TWSE.
If the TWSE imposes the periodic call auction trading method for a TWSE primary listed company's securities under paragraph 1, or lifts the requirement of the periodic call auction trading method for a listed company's securities under paragraph 2, it shall report the measure to the Competent Authority for recordation within 1 month after execution.

Data Source:Taiwan Stock Exchange - Rules & Regulations Directory
twse-regulation.twse.com.tw