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Relevant Laws

Title：Operating Rules of the Taiwan Stock Exchange Corporation (2022.04.28)
Article 49-4     If any of the following circumstances applies to a TIB listed company or a TIB primary listed company, the TWSE may place its listed stocks under the altered trading method:
  1. The latest financial report, as registered and publicly announced in accordance with Article 36 of the Securities and Exchange Act, shows that its net worth is less than one-third of its share capital stated on the financial report.
  2. A regular shareholders meeting has not been held within 6 months after the end of the fiscal year.
  3. The attesting CPA for the most recent financial report publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act issues a qualified audit report or a review report with a qualified conclusion. However, this shall not apply if it is otherwise permitted by the laws and regulations of the competent authority, or in the case of an interim financial report if the reason is that the calculation of investment in a non-major subsidiary, or investment accounted for using the equity method, and the amount of profit or loss thereupon, is based on a financial report that has not been audited or reviewed by a CPA, and the attesting CPA has fully disclosed in the audit or review report the reasons for the qualified opinion and the monetary amounts of any accounting items that may be affected thereby, and no material irregularities are present.
  4. Violation of relevant bylaws or rules concerning the material information of a listed company, and failure to rectify the situation within the specified time after having been notified to proceed with disclosure process, and such violation was serious.
  5. Two-thirds or more of the directors have been provisionally ordered to be suspended of the performance of their authorities and duties.
  6. A petition for re-organization has been filed to the court in accordance with Article 282 of the Company Act or to the court of the jurisdiction of incorporation.
  7. Half or more of the directors have changed, such that any of the following circumstances exists, and it fails to make improvement within a specified time period ordered by the TWSE:
    1. The shareholding is too concentrated to meet the shareholding dispersion criteria under Article 29, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings.
    2. The newly appointed directors or president meet any of the conditions under Article 31, paragraph 1, subparagraph 7 of the TWSE Rules Governing Review of Securities Listings.
  8. The company is unable to punctually pay for the common corporate bonds or convertible corporate bonds which have matured or which the creditors requested it to redeem.
  9. Dishonor of a negotiable instrument by a financial institution because of insufficient funds on deposit, where the TWSE is aware of such dishonor.
  10. Failure to abide by an undertaking to purchase the shares held by other shareholders of a TWSE listed (or TPEx listed) subsidiary in which it has shareholding of more than 70 percent.
  11. Any of the following circumstances occurs in the handling of stock affairs:
    1. The company has not engaged an agent of stock affairs, and has not obtained the Taiwan Depository and Clearing Corporation's review and agreement to handle stock affairs.
    2. The Taiwan Depository and Clearing Corporation has audited and discovered a material irregularity in stock affairs, and the company has failed to correct the irregularity within the deadline set by the TWSE for corrections.
  12. Where explanations given in a press conference concerning material information fail to clarify points in question, and the TWSE deems it necessary to protect the rights and interests of investors.
  13. The number of listed common shares does not reach 25 percent of the total number of the company's issued common shares, and any of the circumstances in the following items exists:
    1. The share capital of listed common shares does not reach NT$100 million.
    2. The number of listed common shares does not reach 5 million shares.
  14. It fails to meet the requirements under Article 50-9, paragraph 2, subparagraph 12 within 6 months after trading is suspended according to paragraph 1, subparagraph 12 of the same article.
  15. The board of directors resolves to refer a dissolution proposal to a shareholders meeting for resolution.
  16. Directors of a TIB primary listed company with registered household in the Republic of China take less than a majority seats in the board, or fewer than two independent directors have a registered household in the Republic of China, and no special shareholders meeting has been held for a re-election within 60 days of occurrence of the fact.
  17. The TWSE deems it necessary to do so for any other reason.
    Where the listed stocks of a TIB listed company or a TIB primary listed company are placed under an altered trading method due to a circumstances provided in the subparagraphs of the preceding paragraph, if the following subparagraphs are met and none of the circumstances under the subparagraphs of the preceding paragraph exists, the TWSE may resume the original trading method of its stocks:
  1. After its stocks have been placed under an altered trading method pursuant to subparagraph 1 of the preceding paragraph, the latest two financial reports, as registered and publicly announced in accordance with Article 36 of the Securities and Exchange Act, both show that its net worth is more than than one-third of its share capital stated on the financial report. However, in the case of decrease of capitalization, the procedure to replace securities for capital reduction should be completed.
  2. After its stocks have been placed under an altered trading method pursuant to subparagraph 2 of the preceding paragraph,
  3. After its stocks have been placed under an altered trading method pursuant to subparagraph 3 of the preceding paragraph, it has made corrections or improvements and the circumstances under that subparagraph no longer exist.
  4. After its stocks have been placed under an altered trading method pursuant to subparagraph 4 of the preceding paragraph, it has rectified the situation after having been notified to proceed with disclosure process.
  5. After its stocks have been placed under an altered trading method pursuant to subparagraph 5 of the preceding paragraph, the court has vacated the provisional order and then more than one-third of the company’s directors are able to perform their authorities and duties.
  6. After its stocks have been placed under an altered trading method pursuant to subparagraph 6 of the preceding paragraph, the petition for re-organization was withdrawn or was conclusively dismissed by court pursuant to Article 283-1, subparagraph 1 or Article 285-1, paragraph 3, subparagraph 1, or was conclusively dismissed by court of the jurisdiction of incorporation pursuant to law; provided that the execution period of the altered trading method shall not be less than 3 months where the petition for re-organization was withdrawn
  7. After its stocks have been placed under an altered trading method pursuant to subparagraph 7 of the preceding paragraph, corrections or improvements were made.
  8. After its stocks have been placed under an altered trading method pursuant to subparagraph 8 of the preceding paragraph, the company has repaid the debt or reached a settlement agreement with the creditors.
  9. Within 3 months of the trading day next following the date its stocks have been placed under an altered trading method pursuant to subparagraph 9 of the preceding paragraph, the company has completed any of the remedial procedures enumerated herein below, and the company has produced a direct or indirect note in evidence thereof from the clearing house, and no further instance of dishonor of negotiable instruments has occurred prior to resumption. However, if the company adopts the remedial procedure of “extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument” or “complete negotiation of settlement with correspondence financial institution”, it shall additionally submit a rechecking form prescribed by the TWSE. The form shall be signed and certified by a CPA and a lawyer and submitted to the TWSE along with the other relevant documents and materials for approval and recordation:
    1. Extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument.
    2. Deposit the amount of the instrument into the financial enterprise that dishonored the instrument with a request that it be listed as provision for payment under "other payables."
    3. Pay the amount of the instrument out of the checking account or other payables account upon re-presentment of the instrument subsequent to its dishonoring.
  10. Where correction or improvement has been made within 3 motnhs after its stocks have been placed under an altered trading method pursuant to subparagraph 10 of the preceding paragraph.
  11. Where correction or improvement has been made within 3 motnhs after its stocks have been placed under an altered trading method pursuant to subparagraph 11 or 13 of the preceding paragraph,
  12. Where the points in question have been clarified after its stocks have been placed under an altered trading method pursuant to subparagraph 12 of the preceding paragraph, provided that if the TWSE determines there is any material deficiency in the design and execution of the company's internal control system, in addition to clarifying the points in question, the company shall revise its internal control system and shall have implemented the revisions for at least 3 months and obtained a CPA-issued audit opinion letter regarding the effectiveness of the aforementioned internal control system's design and execution.
  13. Within two years after the securities have been placed under the altered trading method due to the circumstances in subparagraph 14 of the preceding paragraph, the sum of the net profit before tax attributable to owners of the parent stated in the publicly announced and filed financial reports for the most recent four periods reaches 3 percent or more of the share capital stated in the financial reports for the most recent period, and the requirements of Article 50-9, paragraph 2, subparagraph 12, items B to F are met.
  14. After its stocks have been placed under an altered trading method pursuant to subparagraph 15 of the preceding paragraph, the dissolution proposal is further revoked by the board od directors or is not approved with a resolution at the shareholders meeting.
  15. After its stocks have been placed under an altered trading method pursuant to subparagraph 16 of the preceding paragraph, a special shareholders meeting has been held and re-election is completed.
  16. After its stocks have been placed under an altered trading method pursuant to subparagraph 17 of the preceding paragraph, correction or improvement has been made upon requpest of the TWSE.
    Where the TWSE has placed the listed securities of a TIB listed company or a TIB primary listed company under an altered trading method, or has resumed the original trading method of its listed securities pursuant to the preceding paragraphs, the competent authority shall be informed of the change within one month after the implementation for recordation.
    Article 49-1, subparagraphs 4 to 7 shall apply mutatis mutandis to TIB primary listed companies.
Article 50-9     If any of the circumstances listed below applies to a TIB listed company or a TIB primary listed company, the TWSE shall suspend the trading of its listed securities pursuant to Article 147, or Article 165-1 under which Article 147 shall apply mutatis mutandis, of the Securities and Exchange Act, and report to the Competent Authority for recordation; or the TIB listed company or TIB primary listed company may apply for delisting pursuant to Article 50-10, paragraph 4:
  1. The financial report it has publicly announced and filed for the most recent period as required indicates the net worth is lower than one-tenth of the share capital shown in the financial report.
  2. Failure to produce and file and publicly announce financial reports or financial forecasts by the deadlines provided in laws and regulations.
  3. Where any condition specified in Article 282 of the Company Act exists, and a court has issued a ruling to prohibit the transfer of its shares pursuant to Article 287, paragraph 1, subparagraph 5 of the Company Act, or a court of the jurisdiction of incorporation has issued a ruling to prohibit the transfer of its shares.
  4. Any document or information that has been submitted is suspected to be untrue, and upon the request of the TWSE to explain the matter, no explanation is provided within the prescribed time period.
  5. The securities transfer institution established at the location of the TWSE is withdrawn, or a dummy transfer institution is established such that no transfers are processed, or no professional agent for stock affairs is appointed to handle stock affairs in the Republic of China, and upon the order of the TWSE to correct the situation within a time period, no correction is made.
  6. The CPA attesting the publicly announced and registered financial report issues a disclaimer of opinion or an adverse opinion in the review report, or any of the following circumstances applies to the financial report publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act:
    1. Failure to prepare its financial report according to the applicable laws and the generally accepted accounting principles, or the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry, the generally accepted accounting principles of the United States, or the International Financial Reporting Standards, as the case may be, and the circumstances are serious, and the company is notified to correct or make a restatement of the financial report but fails to do so by the specified deadline.
    2. Its attesting CPA has issued an audit report containing a disclaimer of opinion or adverse opinion, or issued a review report with an adverse conclusion or disclaimer of conclusion.
  7. Violation of relevant bylaws or rules concerning the material information of a listed company, such violation was serious, and there is the need to suspend trading in its securities.
  8. Breach of an undertaking it gave when when applying for listing; provided this subparagraph shall not apply when a TIB primary listed company amends important matters pertaining to protection of shareholders’ equipty in its articles of incorporation, organic documents or important financial and business documents.
  9. Violation of Article 49-4, paragraph 1, subparagraph 8, and failure to satisfy paragraph 2, subparagraph 8 of the same article within 3 months.
  10. Violation of Article 49-4, paragraph 1, subparagraph 9, and failure to carry out, within 3 months of the trading day next following the date the trading method was altered, remedial procedures as provided in paragraph 2, subparagraph 9 of the same article and to submit relevant documentary proof.
  11. Violation of Article 49-4, paragraph 1, subparagraph 10, 11 or 16, and failure to satisfy, within 3 months of the trading day next following the date the trading method was altered, paragraph 2, subparagraph 10, 11, or 15 of the same article.
  12. Change in managerial control, and a material change in the scope of business within a certain period of time before or after the change in managerial control, except in the event of a merger, private placement or public tender offer of a TWSE/TPEx listed company a TWSE/TPEx primary listed company according to the Business Mergers and Acquisitions Act or other laws and regulations.
  13. Violation of Article 49-4, paragraph 1, subparagraph 13, and failure to satisfy, within 3 years of the trading day next following the date the trading method was altered; paragraph 2, subparagraph 11 of the same article.
  14. Failure to, within 2 years after its stocks were placed under an altered trading method pursuant to Article 49-4, paragraph 1, subparagraph 14, satisfy paragraph 2, subparagraph 13 of the same article.
  15. Failure to continue to appoint a securities underwriter as indicated in an undertaking it issued upon listing to assist in compliance during the listing in the market.
  16. Other events deemed necessary to suspend the trading in securities.
    Where trading of the listed securities of a TIB listed company or a TIB primary listed company has been suspended because of a circumstance in a subparagraph of the preceding paragraph, upon satisfying the following conditions, and being free of any other of the above circumstances, the TWSE may in accordance with Article 147 or Article 165-1, under which Article 147 applies mutatis mutandis, of the Securities and Exchange Act report to and obtain the permission of the Competent Authority to resume trading in the securities:
  1. Where the suspension of trading was ordered pursuant to subparagraph 1 of the preceding paragraph, and the latest two financial reports, as registered and publicly announced in accordance with Article 36 of the Securities and Exchange Act, both show that its net worth is more than than one-tenth of its share capital stated on the financial report. However, in the case of decrease of capitalization, the procedure to replace securities for capital reduction should be completed.
  2. Where the suspension of trading was ordered pursuant to subparagraph 2 of the preceding paragraph, and a supplementary financial report or financial forecast is duly announced and filed, and there is no audit report containing a qualified opinion or review report with a qualified conclusion as specified in Article 49-4, paragraph 1, subparagraph 3. If the financial forecast has not yet been duly announced on a make-up basis in the current fiscal year, the already announced and filed financial report for the same fiscal year may be used as a substitute.
  3. Where the suspension of trading was ordered pursuant to subparagraph 3 of the preceding paragraph, and the ban on transfer ordered by court, or court of the jurisdiction of incorporation, has expired or the order has been revoked or reversed by that court, and reorganization has not been ordered by that court, or a dismissal of application for reorganization has not been rendered pursuant to Article 285-1, paragraph 3, subparagraph 2 of the Company Act or by the court of the jurisdiction of incorporation.
  4. Where the suspension of trading was ordered pursuant to subparagraph 4 of the preceding paragraph, and substantive corrections have in fact been made in accordance with regulations or upon the TWSE’s request for explanation.
  5. Where the suspension of trading was ordered pursuant to subparagraph 5 of the preceding paragraph, and substantive improvements have in fact been made in accordance with regulations.
  6. Where the suspension of trading was ordered pursuant to subparagraph 6 of the preceding paragraph, and due to corrections or improvements the circumstance specified by that subparagraph no longer exists, and there is no audit report containing a qualified opinion or review report with a qualified conclusion as specified in Article 49-4, paragraph 1, subparagraph 3.
  7. Where the suspension of trading was ordered pursuant to subparagraph 7 of the preceding paragraph, corrections or improvements have been made in accordance with rules governing the confirmation and disclosure of material information by a listed company and other relevant regulations.
  8. Where the suspension of trading was ordered pursuant to subparagraph 8 of the preceding paragraph, and corrections or improvements have been made pursuant to relevant laws and regulations, so as to be consistent with the undertaking given by the listed company.
  9. Where the suspension of trading was ordered pursuant to subparagraph 9 of the preceding paragraph, and corrections or improvements have been made pursuant to relevant laws and regulations.
  10. Where the suspension of trading was ordered pursuant to subparagraph 10 of the preceding paragraph, and remedial procedures as set forth in Article 49-4, paragraph 2, subparagraph 9 have been carried out within 6 months of the trading day next following the date of suspension of trading, and the listed company has produced relevant documentary proof that it has carried out the remediation.
  11. Where the suspension of trading was ordered pursuant to subparagraph 11 or 13 of the preceding paragraph, and corrections and improvements have been made within 6 months of the trading day next following the date of suspension of trading.
  12. Where within 6 months after trading is suspended pursuant to subparagraph 12 of the preceding paragraph, the underwriter's evaluation report has been provided and the following circumstance are met:
    1. The sum of the net profit before tax attributable to owners of the parent stated in the publicly announced and filed financial reports for the most recent four periods reaches 2 percent or more of the share capital stated in the financial report for the most recent period.
    2. The share capital of listed common shares is NT$100 million or more.
    3. The CPA's project audit report for the internal control system is provided, with an unqualified opinion.
    4. The company is free of the conditions set out in Article 31, paragraph 1, subparagraphs 1, 3, 4, 5, 7, 8, and 11 of the Rules Governing Review of Securities Listings.
    5. The requirements of Article 29, paragraph 1, subparagraphs 4 and 5 of the Rules Governing Review of Securities Listings are met.
    6. The company's directors and shareholders holding more than 10 percent of the total issued shares have placed all of their common shares in the company into centralized custody (in the case of shares obtained through public offering and issuance) or have provided written undertakings that they will not transfer shares (in the case of shares obtained through private placement) and that during the period of the undertaking not to transfer shares, they shall place in centralized custody any of those shares that are approved for retrospective public issuance. They may withdraw or transfer the shares only after the requirements of this subparagraph have been met and one year has passed from the day that the regular trading method has reinstated by the TWSE for the company's securities.
  13. Within 6 months after trading is suspended pursuant to subparagraph 14 of the preceding paragraph, the sum of the net profit before tax attributable to owners of the parent in the publicly announced and filed financial reports for the most recent four periods accounts reaches 3 percent or more of the share capital stated in the financial report for the most recent period, and the requirements of items B to F of the preceding subparagraph are met.
  14. Where suspension of trading was ordered pursuant to subparagraph 15 of the preceding paragraph, and substantive corrections or improvements have in fact been made within 1 month of the trading day next following the date of suspension of trading.
  15. Where suspension of trading was ordered pursuant to subparagraph 16 of the preceding paragraph, and corrections or improvements have been made in accordance with relevant bylaws, rules, and regulations.
Article 53-2     Where a TWSE listed company merges with a company that is neither listed on the TWSE nor on the Taipei Exchange, by using as consideration a follow-on issue (whether by public offering and issuance or private placement) of shares or securities that may be converted into or may be used to subscribe shares, and the surviving company after the merger remains a TWSE listed company, except in the case of a securities, financial, or insurance company with special approval from the authority in charge of the industry concerned or where the TWSE listed company merges with a subsidiary of which it holds 90 percent or more of the outstanding shares, all the following conditions shall be met by the company that is neither listed on the TWSE nor on the Taipei Exchange:
  1. The financial data of the merged company that is neither listed on the TWSE nor the Taipei Exchange and the consolidated financial data of the merging and merged companies satisfy the profitability requirements of TWSE listed companies enumerated in Article 4 of the TWSE Rules Governing Review of Securities Listings; provided, the above shall not apply under either of the following circumstances:
    1. The net worth per share of the surviving company, both in the most recent financial year and on the most recent pro forma financial report, is higher than the net worth per share of the original TWSE listed company. Where the above proviso is satisfied, if the TWSE listed company or the merged company that is neither TWSE listed nor Taipei Exchange listed, from the date next following the date of the balance sheet in the most recent financial report to the date the application is filed with the TWSE, undergoes any material change in capital affecting the net worth per share, such as a capital increase or reduction or distribution of dividends, the net worth per share of the surviving company shall be higher than the net worth per share of the original TWSE listed company, and the attesting CPA shall submit a review opinion following the imputed adjustment.
    2. An express opinion of the Industrial Development Bureau, Ministry of Economic Affairs is obtained concluding that the merger will improve synergy effectively.
  2. The merged company that is neither listed on the TWSE nor the Taipei Exchange is free of the circumstances specified in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, 7, 8, and 12 of the TWSE Rules Governing Review of Securities Listings.
  3. The most recent annual financial reports of the merged company that is neither listed on the TWSE nor the Taipei Exchange have been audited by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports of public companies, and the auditor issues an unqualified opinion.
    Where a TWSE listed company merges with a foreign company meeting the conditions set forth in the Business Mergers and Acquisitions Act, the foreign company, unless it is a TWSE (or Taipei Exchange) primary listed company or TWSE (or Taipei Exchange) secondary listed company, or its stock is listed and traded on the main board of an overseas securities market approved by the Competent Authority, or it is a subsidairy of which the TWSE listed company holds 90 percent or more of the outstanding shares, shall comply with the provisions of Article 53-3, paragraph 1, subparagraph 2, and the TWSE listed company additionally shall submit the following documents:
  1. Documentation of foreign investment approval by the Ministry of Economic Affairs Investment Commission.
  2. An opinion by a Taiwan CPA regarding the differences in accounting principles applied in the Republic of China (Taiwan) and in the foreign company's home country and the resultant effects on the financial report.
  3. A written report analyzing and explaining the reasonableness of the share exchange ratio and price and overall synergy at the time of the merger between the TWSE listed company and the foreign company, issued by a CPA other than the original attesting CPA who is approved by the Competent Authority to perform auditing and attestation of financial reports of public companies.
    For the purposes of this chapter, an overseas securities market approved by the competent authority is as defined in Article 23 of the Supplementary Provisions to the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings.
Article 53-10     Where a TWSE listed company, pursuant to Article 27 of the Business Merger and Acquisition Act, undergoes a general assignment, or pursuant to Article 185, paragraph 1, subparagraph 2 of the Company Act or other laws or regulations, assigns business or assets, it shall, at least 30 business days prior to the assignment record date, file the application with the TWSE, and may remain listed if all required documents have been submitted to the TWSE, and, after review by the administering department, none of the following conditions is found:
  1. The pro forma operating revenue or operating income as stated in the pro forma financial statements audited by a CPA, excluding the business or assets under assignment, for each of the most recent 2 accounting years, has declined by 50 percent or more, compared with the operating revenue (including discontinued operations) or operating income (including discontinued operations) as stated in the financial statements of the same period.
  2. The pro forma operating loss as stated in the pro forma financial statements audited by a CPA, excluding the business or assets under assignment, for each of the most recent 2 accounting years is greater than the operating loss (including discontinued operations) as stated on the financial statements of the same period.
    Where pursuant to the preceding paragraph a TWSE listed company establishes an investment holding company, and the said investment holding company complies with Article 20, paragraph 1, subparagraphs 1, 2, 4, 5, 7, 8, 9 and 11 of the TWSE Rules Governing Review of Securities Listings and holds 100 percent of the transferee company's shares, the listing may be continued and the provisions of paragraphs 1 and 2 of the preceding paragraph shall not apply, and an application shall be filed with the TWSE for amendment to the content of listed securities pursuant to Article 45.
     The financial reports referred to in the subparagraphs of paragraph 1 mean parent company only financial reports, or if the company does not have any subsidiary, mean individual financial reports.
Article 53-19     If a TWSE listed company that has carried out a demerger of one or more departments capable of operating independently pursuant to applicable law wishes to continue listed trading of its TWSE listed securities, or if the existing company or newly incorporated company that acquired the business of the aforesaid department(s) after the demerger (the "transferee company of the demerger") wishes to list its securities for trading, the company shall without exception comply with the provisions of this Article, and shall carry out applicable procedures for a company demerger and for TWSE listing.
    The provisions of the preceding paragraph shall also apply where a single TWSE listed company demerges simultaneously into multiple transferee companies of the demerger, or multiple TWSE listed companies carry out demergers simultaneously to a single transferee company of the demergers.
    A TWSE listed company to which any circumstance set forth in paragraph 1 or paragraph 2 applies shall apply to the TWSE at least 30 business days before the record date of the demerger. Where the TWSE has inspected all the documents submitted by the company for completeness and its administering department has examined them and found them to be free of all of the [negative] criteria set out in the subparagraphs below, the company may continue to be listed:
  1. The pro forma operating revenue (including discontinued operations) or pro forma operating income (including discontinued operations) as shown on the pro forma financial statements for each of the most recent 2 accounting years excluding the financial data for the demerged department(s) and audited by a CPA, is down by 50 percent or more from the operating revenue or the operating income shown on the financial statements for the same period.
  2. The pro forma operating loss (including discontinued operations) as shown on the pro forma financial statements for each of the most recent 2 accounting years excluding financial data for the demerged department(s) and audited by a CPA, is greater than the operating loss shown on the financial statements for the same period.
    When a TWSE listed company to which any circumstance set forth in paragraph 1 or paragraph 2 applies files an application for continuation of listing, it shall submit an opinion of an independent expert on the share exchange ratio for the demerger, the reasonableness of the acquisition price, and the effect on the shareholders' equity of the TWSE listed company.
    Except under any of the circumstances listed below, a TWSE listed company to which any circumstance set forth in paragraph 1 or 2 applies shall file to carry out the procedures for the demerger and the capital reduction and issuance of new securities certificates as a consolidated case. The trading of its listed securities shall be suspended two trading days prior to the book closure date and such suspension shall continue until the expiration of the book closure period, during which period the company shall have completed the procedures for issuing the new securities certificates in accordance with Article 45 and points 1, 2, and 3 of the Procedures for the Exchange of Securities Certificates by Listed Companies:
  1. Where a TWSE listed company demerges but does not carry out a capital reduction, and issue of replacement shares is unnecessary.
  2. Where the demerger of the TWSE listed company does not involve subsequent confirmation of the shareholder register, or there is no difference in shareholder equity before and after the record date of the share transfer book closure, and suspension of margin purchase and short sale or compulsory covering of short sale positions are unnecessary.
     The financial reports referred to in the subparagraphs of paragraph 3 mean parent company only financial reports, or if the company does not have any subsidiary, mean individual financial reports.