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Relevant Laws

Title：Operating Rules of the Taiwan Stock Exchange Corporation (2022.04.28)
Article 53-1     Upon a merger between a TWSE listed or TWSE primary listed company and a TWSE (or Taipei Exchange) listed company or TWSE (or Taipei Exchange) primary listed company or TWSE (or Taipei Exchange) secondary listed company, if the surviving company after the merger remains a TWSE listed or TWSE primary listed company, the securities of the non-surviving company shall be delisted. If by reason of the merger, the surviving company issues new shares or certificates of entitlement to new shares of the same class of stocks that are already listed, the TWSE listing of the shares may commence from the record date of the merger; provided, trading of the securities of the non-surviving company shall be suspended 8 trading days before the record date of the merger (and non-inclusive of that date), and a delisting application shall be completed and filed with the TWSE, annexing the relevant documents, at least 30 trading days before the record date of the merger (and non-inclusive of that date).
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 53-3     Where a TWSE primary listed company, under the laws and regulations of the country in which it is registered, merges with any other company by using as consideration a follow-on issue of new shares or securities that may be converted into or may be used to subscribe shares, and the surviving company after the merger is to remain a TWSE primary listed company, the TWSE primary listed company shall submit the documents prescribed in Article 53-2, paragraph 2, subparagraphs 2 and 3, and the other company shall meet all of the requirements listed below:
  1. If the other company is a domestic company that is neither listed on the TWSE nor the Taipei Exchange, it shall comply with the conditions set out in all of the subparagraphs of Article 53-2, paragraph 1.
  2. If the other company is a foreign company that is neither a TWSE (or Taipei Exchange) primary listed company nor a TWSE (or Taipei Exchange) secondary listed company, or whose stock is not listed and traded on the main board of an overseas securities market approved by the Competent Authority, it shall comply with all the conditions set out in each following item;
    1. The financial data of the merged company and the consolidated financial data of the merging and merged companies each satisfy the requirements of Article 28-1, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings, unless the proviso of Article 53-2, paragraph 1, subparagraph 1 is conformed to.
    2. The company is free of the circumstances under which TWSE listing is inappropriate as specified in Article 28-8, subparagraphs 1, 3, 4, and 5 of the TWSE Rules Governing Review of Securities Listings; and is also free of any circumstance under which there has been a material deficiency in the execution of the company's internal control system.
    3. The company's financial reports of the most recent fiscal year 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.
    Subparagraphs 1 and 2 of the preceding paragraph do not apply if the other company with which the TWSE primary listed company merges is a subsidiary of which said company holds at least 90% of the issued shares.
Article 53-4     When a TWSE listed company or primary listed company issues new shares due to a merger, if those shares are of a different class from the TWSE listed securities, then those shares shall conform respectively to Article 14, paragraphs 2 and 3, and Article 28-12, paragraphs 2 and 3, of the Rules Governing Review of Securities Listings before listing, unless otherwise stipulated by laws and regulations.
Article 53-5     When a TWSE listed or TWSE primary listed company is to conduct a merger pursuant to Articles 53-1 to 53-3, the surviving TWSE listed or TWSE primary listed company shall submit an application form attaching the relevant documents (attachments). After the TWSE has examined and approved the application, it shall send the company a written opinion approving the merger. The written opinion shall state "This approval letter is provided only for purposes of the applicant company filing for registration with the Competent Authority for capital increase and issuance of new shares as a result of merger. If the registration filing fails to become effective, this approval letter shall become void."
    The termination of the Agreement for Listing of the securities of a TWSE listed or TWSE primary listed company under the preceding paragraph shall be reported by the TWSE to the Competent Authority for recordation.
Article 53-6     Where a TWSE listed or TWSE primary listed company is to conduct a merger pursuant to Article 53-2 or 53-3, and the additional common shares or overseas depositary receipts issued (whether by public offering or private placement) due to the said merger will account for 10 percent or more of the aggregate shares already issued and anticipated to be issued by the TWSE listed or TWSE primary listed company, any directors, supervisors, and shareholders holding more than 10 percent of the issued shares of the non-surviving company shall place in centralized custody in compliance with all of the below-listed provisions any additional common shares (including those publicly offered and issued or privately placed) or overseas depositary receipts issued due to the merger that they hold. However, this requirement shall not apply where a TWSE listed company merges with a subsidiary of which it holds 90 percent or more of the outstanding shares.
  1. Such persons obtaining common shares publicly offered and issued due to the merger shall place into centralized custody with the central securities depository approved for establishment by the competent authority all of the common shares publicly offered and issued due to the merger that they hold, and in aggregate not less than the number of shares calculated under Article 10, paragraph 2 of the TWSE Rules Governing Review of Securities Listings for the total amount of common shares offered and issued as a result of the merger. In case of shortage, negotiation shall be made with other shareholders holding common shares publicly offered and issued due to the merger to make up the shortfall. Of the shares placed in central custody, one-half may be withdrawn after a full 6 months has elapsed from the date that listed trading thereof commences. The remaining portion of shares may be withdrawn in full only after one full year has elapsed from the date that listed trading commences.
  2. Such persons obtaining privately placed common shares due to the merger shall issue a written undertaking not to transfer the shares within a certain period. The written undertaking shall furthermore state: "The Taiwan Stock Exchange Corporation may from time to time send personnel to carry out spot checks to ascertain whether I have faithfully abided by my undertaking not to transfer the common shares I have obtained through private placement due to the merger. After expiration of the period in which I have undertaken restricted transfer, for those shares I obtained due to the merger that are still classified as privately placed common shares, I shall continue to abide by the restrictions on transfer under Article 43-8 of the Securities and Exchange Act." The total ratio of privately placed common shares subject to the undertaking regarding restriction of transfer referred to above and the period of the restriction of transfer shall accord with the provisions of the preceding subparagraph.
  3. Such persons obtaining overseas depositary receipts issued for capital increase due to merger shall provide a written undertaking that for a certain period of time they shall not redeem or transfer the overseas depositary receipts held by them, and the surviving company after the merger shall incorporate provisions restricting redemption into the contract signed and entered into with the custodian institution. The total ratio of overseas depositary receipts subject to restriction of redemption or transfer and the period of the restriction shall accord with the provisions of subparagraph 1.
    The provisions regarding the total ratio of shares subject to centralized custody, as referred in the preceding paragraph, need not apply where a TWSE listed company or TWSE primary listed company merges with a subsidiary company of which it holds 50 percent or more of the outstanding shares.
Article 53-7     Where a TWSE listed company or TWSE primary listed company will become a non-surviving company upon a merger with another company that is not listed on the TWSE (nor listed on the Taipei Exchange), the TWSE listed company or TWSE primary listed company shall submit an application, with relevant documentation, to the TWSE no later than 30 business days before the record date of the merger. After the TWSE has reviewed the application for compliance with regulations, trading of the company's securities shall be suspended beginning 2 business days prior to (and non-inclusive of) the book closure date, and its securities shall be delisted from the record date of the merger.
    Upon a merger of a TWSE listed company or TWSE primary listed company with another company in accordance with the Business Mergers And Acquisitions Act or laws and regulations of the country of registration with new shares issued or cash paid by the parent company of such other company as consideration for the assignment of shares by the TWSE listed company or TWSE primary listed company, if the TWSE listed company or TWSE primary listed company becomes a wholly owned subsidiary of the parent company of the other company as a result, the listed company shall submit an application, with relevant documentation, to the TWSE no later than 30 business days before the record date of the merger. After the TWSE has reviewed the application for compliance with regulations, trading of the company's securities shall be suspended beginning 2 business days prior to (and non-inclusive of) the book closure date, and its securities shall be delisted from the record date of the merger.
Article 53-9     Where a TWSE listed company, pursuant to Article 27 of the Business Merger and Acquisition Act, conducts a general purchase and assumption of, or pursuant to Article 185, paragraph 1, subparagraph 3 of the Company Act or other laws or regulations, receives transfer of shares, business, or assets from, another company that is neither TWSE listed nor Taipei Exchange listed, and uses as consideration shares, or securities that may be converted into or may be used to subscribe shares, if such transaction reaches any of the following standards, that company that is neither TWSE listed nor Taipei Exchange listed shall additionally comply with the conditions set out in each subparagraph of Article 53-2, paragraph 1, and that company that is neither TWSE listed nor Taipei Exchange listed and any director, supervisor, or shareholder holding 10 percent or more of the shares thereof who has holdings of the new common shares or overseas depositary receipts issued (whether by public offering or private placement) by the TWSE listed company for such capital increase additionally shall, in accordance with the provisions of Article 53-6, deposit the share certificates into central custody, or issue a written undertaking not to redeem or transfer them within a certain period of time:
  1. If the book entry amount of the shares, or securities that may be converted into or may be used to subscribe shares, that are obtained by the unlisted company as a result of being acquired reaches 70 percent or more of the book net asset value thereof, or the shares, or securities that may be converted into or may be used to subscribe shares, that are paid by the listed company for the acquisition reach 10 percent or more of the aggregate shares already issued and anticipated to be issued by the listed company.
  2. If the total number of shares acquired from shareholders of the unlisted company reaches 70 percent or more of its issued shares.
  3. If the operating revenue or operating income or book net asset value of a division being demerged from the unlisted company to the listed company reaches 70 percent or more of its entire operating revenue or operating income or book net asset value, or reaches 10 percent or more of the entire operating revenue or operating profit or book net asset value on the listed company's pro forma financial statements.
    If the acquired company referred to in the preceding paragraph is a foreign company, Article 53-2, paragraph 2 shall apply mutatis mutandis.
    When a TWSE primary listed company, under the laws and regulations of the country in which it is registered, receives transfer of shares, business, or assets of any other company, and uses shares, or securities that may be converted into or may be used to subscribe shares, as consideration, if such transaction reaches any of the standards set out in paragraph 1, that other company shall also meet the requirements set out in each subparagraph of Article 53-3.
    When a TWSE listed company or TWSE primary listed company is to conduct an acquisition under this article, it shall complete an application form and attach the relevant documents (attachments). After the TWSE has examined and approved the application, it shall send a written opinion approving the acquisition to the company. The written opinion shall state "This approval letter is provided only for purposes of the applicant company filing for registration with the Competent Authority for capital increase and issuance of new shares as a result of acquisition. If the registration filing fails to become effective, this approval letter shall become void."
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 53-11     Where a single TWSE listed company, pursuant to Article 34 of the Business Mergers and Acquisitions Act, converts its shares to another newly established or already TWSE listed or TWSE primary listed existing company, and becomes a 100 percent held subsidiary of such newly established or already TWSE listed or TWSE primary listed existing company, the securities of the newly established or already TWSE listed or TWSE primary listed existing company shall be listed after completion of procedures for listing shares or new shares, and the securities of the original listed company shall be delisted on the record date of the share conversion.
Article 53-12     The provisions of the preceding article shall also apply in cases where a single or multiple companies limited by shares or a foreign company converts shares into a newly established or existing TWSE listed or TWSE primary listed company; provided that if a company that is neither TWSE listed nor Taipei Exchange listed converts shares together therewith, the said unlisted company, unless a subsidiary of which the TWSE listed or TWSE primary listed company holds at least 90% of the shares, shall conform to the provisions of all the following subparagraphs:
  1. Profitability shall comply with subparagraph 3 of paragraph 1 of Article 4 of the TWSE Rules Governing Review of Securities Listings, unless the proviso of Article 53-2, paragraph 1, subparagraph 1 is conformed to.
  2. There shall not exist any circumstance specified in subparagraphs 1, 3, 4, 6, 7, 8, or 12 of paragraph 1 of Article 9 of the TWSE Rules Governing Review of Securities Listing.
  3. The financial report for the most recent fiscal year shall have been audited by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports of public companies and issued an unqualified opinion from such CPA.
    If any company participating in the share conversion is a foreign company, Article 53-2, paragraph 2 shall apply mutatis mutandis.
Article 53-13     Where a TWSE listed company establishes an investment holding company by means of share conversion pursuant to Article 53-11 or Article 53-12, such investment holding company shall comply with the provisions of subparagraphs 1, 2, 4, 5, 7, 8, and 9 of paragraph 1 of Article 20 of the TWSE Rules Governing Review of Securities Listings before it may be listed.
Article 53-14     When a company limited by shares or a foreign company converts its shares to another newly established company under Article 53-11 to 53-13, the TWSE listed company or TWSE primary listed company whose converted shares are anticipated to account for the greatest proportion of the anticipated issued shares of the newly established company shall carry out with the TWSE the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and after the TWSE has reviewed the application for compliance with regulations, the trading of such company's(ies') originally listed securities shall be suspended 2 trading days prior to (and non-inclusive of) the book closure date, and the securities shall be delisted from the record date of the share conversion; provided, if shares of a single or multiple TWSE listed or Taipei Exchange listed companies are converted into a newly established company to form an investment holding company, the securities of the investment holding company may be listed and traded from the record date of the share conversion, but trading of the originally listed securities shall be suspended beginning 8 days before the record date of the share conversion (counting non-inclusively of that date):
  1. An Application for Listing of Shares of a Newly Established Company (TWSE Listed Company) Receiving Assignment of Shares shall be completed and filed, along with all specified attachments, with the TWSE no later than 30 trading days prior to (and non-inclusive of) the record date of the share conversion.
  2. An Application for Share Transfer Book Closure shall be completed and the TWSE shall directly make an announcement to the market of book closure of the shareholder registers of the TWSE listed companies participating in the share conversion.
    When a company(ies) limited by shares or a foreign company(ies) converts shares into another company that is an already TWSE listed existing company pursuant to Articles 53-11 to 53-13, and that already TWSE listed existing company uses as consideration shares, or securities that may be converted into or may be used to subscribe for shares, said company limited by shares or foreign company shall complete the application form in subparagraph 1 of the preceding paragraph and submit the application to the TWSE. And if the companies that are converting shares into the already TWSE listed existing company are themselves TWSE listed or TWSE primary listed companies, those companies shall do as specified in subparagraph 2 of the preceding paragraph.
    The Agreement for Listing of the securities of a newly established company, and the termination of the Agreement for Listing of the securities of the original listed company, under the preceding two paragraphs, shall be reported by the TWSE to the Competent Authority for recordation.
Article 53-15     When a company carries out a case pursuant to Article 53-11 through Article 53-13, after the TWSE has examined and approved the application, a written opinion approving the share conversion shall be sent to the company, stating "This approval letter is provided only for purposes of the applicant company filing for registration with the Competent Authority for capital increase and issuance of new shares as a result of share conversion. If the registration fails to become effective, this approval letter shall become void." Provided, where shares of a single or multiple listed or Taipei Exchange companies are converted into a newly established company to form an investment holding company, the case shall be submitted directly to the Competent Authority after examination and approval by the TWSE.
Article 53-16     Under the circumstances set forth in Article 53-11 through Article 53-13, where before the conversion the company is a TWSE (or Taipei Exchange) listed company, those shares already duly placed in centralized custody by directors, supervisors, and major shareholders thereof at the time of initial listing on the TWSE (or Taipei Exchange) shall remain in centralized custody after the conversion until the expiration of the custody period; if before the conversion the company was neither TWSE listed nor Taipei Exchange listed, and the total number of shares anticipated to be converted will account for 10 percent or more of the shares already issued and anticipated to be issued by the company that is the transferee of the shares, the centralized custody of shares held by the directors, supervisors, and major shareholders of unlisted company in the company that is the transferee of the shares shall be handled in accordance with Article 53-6.
Article 53-17     Where a TWSE listed company, TWSE primary listed company, or such company and another company(ies), converts its shares into shares of a company that is not TWSE listed pursuant to Article 34 of the Business Mergers and Acquisitions Act and become that existing company's wholly-owned subsidiary, the TWSE listed company shall file an application with relevant documentation to the TWSE no later than 30 business days before the share conversion record date; after the TWSE has reviewed the application for compliance with applicable regulations, trading of its securities shall be suspended beginning 2 business days before (but non-inclusive of) the book closure date, and shall be delisted beginning from the record date of the share conversion. The termination of the Agreement for Listing of the securities of the original listed company shall be reported by the TWSE to the Competent Authority for recordation.
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.
Article 53-20     Where a TWSE listed company establishes an investment holding company for reasons of carrying out a demerger under Article 53-19, paragraph 1 or 2, the TWSE listed company that undergoes the demerger may continue to be listed if it 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; the provisions of paragraph 3 of the preceding article shall not apply.
Article 53-29     If a TWSE listed company, after carrying out a demerger, wishes to apply for delisting of its securities, or the company is extinguished due to the demerger of its entire operations or assets, the TWSE will delist the securities pursuant to Article 144 of the Securities and Exchange Act, and report to the Competent Authority for recordation.
Article 53-30     Where a TWSE primary listed or TWSE secondary listed company, pursuant to the laws and regulations of the country in which it is registered, transfers equity interest in a subsidiary company and the transfer of equity results in a decline by 25 percent or more in the operating revenue or operating income as stated in the consolidated financial statements for the most recent accounting year, or undergoes a demerger or general assignment, it shall, at least 30 trading days prior to the effective date of transfer of equity interests, the demerger record date, or 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 consolidated financial statements audited by a CPA, excluding the already transferred assets (operating departments or equity investments), for each of the most recent 2 accounting years, has declined by 50 percent or more, compared with the operating revenue or operating income as stated in the financial statements of the same period.
  2. The pro forma operating loss as stated in the pro forma consolidated financial statements audited by a CPA, excluding the excluding the already transferred assets (operating departments or equity investments), for each of the most recent 2 accounting years is greater than the operating loss as stated on the financial statements of the same period.