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Relevant Laws

Title：Operating Rules of the Taiwan Stock Exchange Corporation (2022.04.28)
Article 50-2     The TWSE may publicly announce the delisting of beneficial certificates when the period of validity of a securities investment trust fund has expired, or when the securities investment trust contract has terminated. Where any of the following circumstances exists with respect to a closed-end fund managed by any SITE, the TWSE may delist its beneficial certificates, and report to the Competent Authority for recordation:
  1. Any circumstance specified in Article 79, paragraph 2 or 3 of the Regulations Governing Securities Investment Trust Funds.
  2. Change to an open-ended investment fund upon the resolution of the meeting of the beneficiaries, and reported to and approved by the Competent Authority, or in accordance with the terms of the securities investment trust contract.
  3. The total issued value of the securities investment trust fund falls below NT$800 million due to opening of redemption.
  4. Any material information on the net asset value per unit of beneficial interest on the most recent business day of the closed-end fund managed by the SITE as posted on the Market Observation Post System, being zero or negative.
  5. Where for any other reason the TWSE deems it necessary to delist the beneficial certificates.
    Where any of the following circumstances exists with respect to an ETF managed by any SITE or FTE, the TWSE may delist its beneficial certificates and report to the Competent Authority for recordation:
  1. Any circumstance specified in Article 79, paragraph 2 or 3 of the Regulations Governing Securities Investment trust Funds or Article 83, paragraph 2 or 3 of the Regulations Governing Futures Trust Funds.
  2. Any circumstance stipulated in the securities investment trust contract or the futures trust contract of the listed beneficial certificate as grounds for termination of the contract, where the SITE or FTE has applied to the TWSE for delisting.
  3. Where the offshore ETF to which an ETF is linked as referred to in Article 37, paragraph 4 of the Regulations Governing Securities Investment Trust Funds has its approval voided by the competent authority of its place of registration or is delisted from the exchange where it was initially listed for trading, or the offshore ETF to which an ETF is linked has its permission terminated.
  4. Any material information on the net asset value per unit of beneficial interest of the ETF managed by the SITE or FTE as posted on the Market Observation Post System, being zero or negative.
  5. Where for any other reason the TWSE deems it necessary to delist the beneficial certificates.
    Where any of the following circumstances exists with respect to an offshore ETF offered and sold by an offshore fund institution or the master agent entrusted by an institution appointed by such institution, the TWSE may delist its beneficial certificates, and report to the Competent Authority for recordation:
  1. The competent authority of the place of registration or Taiwan's Competent Authority has canceled the approval for the offshore ETF.
  2. Taiwan's Competent Authority has granted approval for termination of the offering and sale of the fund within Taiwan.
  3. The offshore ETF is delisted from the exchange on which it was first listed.
  4. Any material information on the net asset value per unit of beneficial interest of the offshore ETF handled by the aforementioned offshore fund institution or entrusted master agent as posted on the Market Observation Post System, being zero or negative.
  5. There occurs any other cause of termination of the fund as specified in the fund's trust contract, the articles of association, or the prospectus, or if for legal or factual reasons, the offshore fund manager deems it necessary to terminate the listing and trading of the beneficial certificates, and the offshore fund institution, itself or through the master agent, has applied to the TWSE for delisting of its beneficial certificates.
  6. Any other circumstance in which the TWSE deems delisting necessary for purposes of protecting the public interest or the rights and interests of investors.
    The TWSE may delist the additional beneficial certificates in other foreign currency managed by a SITE and report to the Competent Authority for recordation if any of the following circumstances applies:
  1. Any circumstance stipulated in the securities investment trust contract of the listed beneficial certificate as grounds for termination, where the SITE has applied to the TWSE for delisting.
  2. The TWSE has delisted the beneficial certificates of the additional exchange-traded securities investment trust funds.
  3. Where for any other reason the TWSE deems it necessary to delist the beneficial certificates.
    Where a closed-end fund, ETF or offshore ETF shall be delisted in accordance with paragraph 2, subparagraph 4; paragraph 3, subpargraph 4; or paragraph 4, subparagraph 4, the TWSE will immediatley announce publicly the suspension of trading of its listed beneficial certificates until the delisting date. The same applies to foreign-currency beneficial certificates of an ETF if the circumstance for delisting in paragraph 3, subparagraph 4 applies to the underlying ETF.
Article 50-6     The TWSE may publicly announce the delisting of listed beneficial securities or asset-backed securities upon the maturity thereof.
    Where any of the following events occurs with respect to the trustee institution or special purpose company, the TWSE may suspend trading of its beneficial securities or asset-backed securities, and report to the Competent Authority for recordation:
  1. Failure to produce, and report and publicly announce, relevant forms, statements, or account books in accordance with Articles 36, 91, and 92 of the Financial Assets Securitization Act.
  2. An event of resignation or dismissal of the trustee institution as set forth in Article 47 of the Financial Assets Securitization Act.
  3. Any other cause that in the opinion of the TWSE necessitates the suspension of trading.
    If trading of beneficial securities or asset-backed securities is suspended due to any event enumerated in the preceding paragraph, [the trustee institution or special purpose company] may, if the cause ceases to exist, and in the absence of any other cause under the preceding paragraph, submit relevant supporting documents to apply for resumption of trading. The TWSE may publicly announce the reinstatement of trading under Article 147 of the Securities and Exchange Act, and report to the Competent Authority for recordation.
    Where any of the following events occurs with respect to the trustee institution or special purpose company, the TWSE may delist its beneficial securities or asset based securities, and report to the Competent Authority for recordation:
  1. The special purpose trust deed is terminated or the date of expiry of the special purpose company is reached.
  2. The trustee institution or special purpose company is sanctioned by the competent authority for the target industry under Article 106 of the Financial Assets Securitization Act.
  3. The special purpose company shall be dissolved because of any of the events set forth in Article 96 of the Financial Assets Securitization Act.
  4. Trading is suspended under paragraph 2 of this Article, and corrections have not been made after 6 months.
  5. Any other cause that in the opinion of the TWSE necessitates delisting.
Article 50-7     The TWSE may publicly announce the delisting of listed REIT beneficial securities or REAT beneficial securities upon the maturity date thereof.
    Where any of the following events occurs with respect to the real estate securitization trustee institution, the TWSE may suspend trading of its REIT beneficial securities or REAT beneficial securities, and report to the Competent Authority for recordation:
  1. Failure to produce, and report and publicly announce, relevant forms, statements, or account books in accordance with Articles 26, 27, and 36 of the Real Estate Securitization Act.
  2. A change in the REIT plain or REAT plan, where there is a likelihood of material impact on beneficial rights or interests.
  3. An event under Article 6, paragraph 1, subparagraphs 1 to 3 of the Regulations Governing the Offering or Private Placement of Real Estate Investment Trust or Real Estate Asset Trust Beneficial Securities by Trustee Institutions, where corrections are not made by the deadline under subparagraph 4 of the same article and paragraph.
  4. Any other cause that in the opinion of the TWSE necessitates the suspension of trading of the securities.
    If trading of a real estate securitization trustee institution's REIT beneficial securities or REAT beneficial securities is suspended due to any event enumerated in the preceding paragraph, [the trustee institution] may, if the cause ceases to exist, and in the absence of any other cause under the preceding paragraph, submit relevant supporting documents to apply for reinstatement of trading. The TWSE may publicly announce the reinstatement of trading under Article 147 of the Securities and Exchange Act, and report to the Competent Authority for recordation.
    Where any of the following events occurs with respect to the real estate securitization trustee institution, the TWSE may delist its REIT beneficial securities or REAT beneficial securities, and report to the Competent Authority for recordation:
  1. The duration expires; or the fund is turned into an open-end fund by a resolution of the beneficiaries meeting and approval of the Competent Authority, or under the REIT contract.
  2. The REIT contract or REAT contract is terminated.
  3. The competent authority for the target industry orders it to transfer the trust property to a new trustee institution under Article 55 of the Real Estate Securitization Act.
  4. Trading is suspended under paragraph 2 of this Article, and corrections have not been made after 6 months.
  5. Any other cause that in the opinion of the TWSE necessitates delisting of its REIT beneficial securities or REAT beneficial securities.
Article 50-8     Upon expiry of the valid term of the listed ETNs, the TWSE may directly issue a public notice stating delisting of the ETNs.
    In any of the following circumstances involving ETNs, the TWSE may terminate trading in the ETNs and report the termination to the competent authorities:
  1. A circumstance specified in Article 11, paragraph 1 of the Regulations Governing the Issuance of Exchange Traded Notes by Securities Firms, as a result of which the competent authorities have voided or revoked their effective registration.
  2. The institution calculating the underlying index has stopped its calculation, or terminated its index licensing contract.
  3. Total issue value is less than TWD 100 million and the number of issued units is less than 5 million.
  4. The issuer has delisted the ETNs or early redeemed the units held by investors in accordance with its issue plan.
  5. The issuer is in a circumstance described in Article 50-1, paragraph 1, subparagraphs 1 to 4, 9 to 11, and 17.
  6. The issuer was blacklisted by financial institution.
  7. The issuer is unable to redeem the ETNs upon maturity or those sold back by investors.
  8. Where the TWSE deems it necessary to delist and terminate trading of its ETNs for any other reasons.
Article 50-10     If any of the following circumstances applies to any TIB listed company or TIB primary listed company, the TWSE shall, in accordance with Article 144 or Article 165-1, under which Article 144 shall apply mutantis mutandis, of the Securities and Exchange Act, delist its securities, and report to the Competent Authority for Recordation:
  1. After a full two years from the day of listing in the market, its stocks are listed at TPEx or registered as emerging stocks on Over-the-Counter market.
  2. Any of the circumstances in Article 315, paragraph 1, subparagraphs 1 to 4 of the Company Act occurs, and registration of dissolution is completed; or any of the conditions specified in Article 9, Article 10, Article 11, Article 17, paragraph 2, Article 315, paragraph 1, subparagraph 8, or Article 397 of the Company Act occurs, and a relevant competent authority has revoked or voided its company registration, ordered its dissolution, or voided its approval, or the court has ruled on dissolution. The authority of the jurisdiction of incorporation has revoked or voided its incorporation registration, ordered its dissoloution, or its shareholders meeting has passed a dissolution resolution, and the dissolution registration is completed.
  3. Any conditions specified in Article 251 or 271 of the Company Act or the relevant authority has revoked its approval for other reasons.
  4. Confirmation of bankruptcy by any court.
  5. Confirmation of reorganization by any court, or dismissal of reorganization motion due to impossibility of restructuring or rehabilitation.
  6. Failure to resume trading of its securities within one year after the trading day next following the date of suspension of trading pursuant to parapragraph 1, subparagraph 1 of the preceding article.
  7. Where any of the following circumstances applies to the company's securities:
    1. Trading of the securities has been suspended pursuant to the provisions of the preceding article, and after 6 consecutive months trading of its securities is not resumed, provided that this rule does not apply to trading suspended pursuant to paragraph 1, subparagraph 1, 12 or 15 of the preceding article.
    2. Trading of the securities is resumed after having been suspended pursuant to paragraph 1, subparagraph 3 of the preceding article for less than 6 months, and, within 6 months from the resumption of trading, trading is again suspended pursuant to paragraph 1, subparagraph 3 of the preceding article, and the aggregate period of suspension of trading exceeds 6 months.
  8. Record of refusal of financial institutions to transact with the company or of the circumstances referred to in paragraph 1, subparagraph 10 of the preceding article where the company has failed to carry out remedial procedures as set forth in Article 49-4, paragraph 2, subparagraph 9 and submit relevant documentary proof within 6 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 within 3 months of the trading day next following the date of suspension of trading, an application may be filed with the TWSE for re-calculation of the duration of the period of suspension of trading as from a date approved by the TWSE. 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. Where the most recent financial report as publicly announced and registered in accordance with Article 36 of the Securities and Exchange Act shows a negative net worth. Likewise, where a subsequently publicly announced and registered financial report shows a negative net worth.
  10. Any conditions specified in Article 156 of the Securities and Exchange Act exists and the Competent Authority has ordered the suspension of trading of all of its securities for at least 3 months.
  11. A demerger from, or a general assignment to, or a merger with another company, where the resulting entity does not satisfy, respectively, the requirements for continued listing under Article 53-19, 53-10, or 53-2.
  12. Material breach of the Agreement for Listing.
  13. Where another TWSE/TPEx listed company holds 70 percent or more of its total issued shares or paid-in capital, provided the regulations for procedures of delisting under Chapter IV-1 shall apply if that another TWSE/TPEx listed company has acquired shares in that company for reverse stock split or share exchange.
  14. Average closing price for 30 consecutive business days is lower than NT$3 or averge securities market value is lower than NT$100 million.
  15. Value of its total issued preferred shares listed for trading is less than NT$20 million or number of issued shares is less than 2 million.
  16. Trading of the securities has been suspended pursuant to paragraph 1, subparagraph 15 of the preceding article, and after a full one month trading of its securities is not resumed.
  17. Other events requiring delisting of securities.
    If a listed company's securities have been suspended from trading by the TWSE because of a circumstance in paragraph 1, subparagraph 2 or 6, of the preceding Article for a full 6 months without correction, or if the circumstance in subparagraph 8 or 16 of the preceding paragraph existed, and the TWSE has announced but not yet implemented the delisting of its securities, if the listed company satisfies the requirements of the respective subparagraphs below, is free from any other circumstance in the subparagraphs of the preceding paragraph, and submits an application to the TWSE together with relevant materials and evidence at least 8 business days prior to the delisting implementation date, the TWSE may publicly announce an exemption from implementation of the delisting, and report to the Competent Authority for recordation:
  1. Where its securities have been suspended from trading by the TWSE because of a circumstance in paragraph 1, subparagraph 2 or 6, of the preceding Article for a full 6 months without correction, and it meets the supplementation requirements of paragraph 2, subparagraph 2 or 6 of the preceding Article.
  2. Where, after public announcement of delisting for reasons in subparagraph 8 of the preceding paragraph, 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 Article 49-4, paragraph 2, subparagraph 9 and submitting relevant documentary proof.
  3. Where, after public announcement of delisting for reasons in subparagraph 16 of the preceding paragraph, it has appointed a new securities underwriter to assist in compliance with substantive proof of evidence.
    A TIB listed company or a TIB primary listed company that makes full supplementations or corrections before the implementation date after its listed securities have been publicly announced for delisting shall be eligible for an exemption from implementation of delisting only if such listed company has never previously been granted an exemption from delisting based on the same reasons.
    Except in the case of a merger conducted under Chapter IV-1, a TIB listed company or a TIB primary listed company applying for delisting of its securities in accordance with Article 145 or Article 165-1, under which Article 144 shall apply mutantis mutandis, of the Securities and Exchange Act shall process the application in accordance with "Procedures for Handling Applications for Delisting by Listed Companies."
    Where a listed company delists in accordance with paragraph 1, subparagraph 13 herein, the listed parent company shall undertake to unconditionally purchase the remaining outstanding shares of the company.