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Article 53-8
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When a TWSE listed company merges with an unlisted company and the TWSE listed company is a non-surviving company, the surviving or newly-incorporated unlisted company, within 1 year after the merger record date, may apply to the TWSE for listing if it meets the requirements set out in all the following subparagraphs:
- At the time of the application for merger, at least 80 percent of its operating revenue and identifiable assets as stated on its latest-period financial report audited or reviewed by a CPA is derived from business items or assets originally from the merged listed company, and its liabilities may not exceed two-thirds of its total assets.
- Capitalization: complies with the provisions of Article 4, paragraph 1, subparagraph 2 of the TWSE Rules Governing Review of Securities Listings.
- Profitability: after imputation based on the surviving unlisted company's latest-period financial data, complies with the provisions of Article 4, paragraph 1, subparagraph 3 of the TWSE Rules Governing Review of Securities Listings. However, this requirement does not apply if the post-merger surviving company's net worth per share on the latest-period financial report audited or reviewed by a CPA is greater than the non-surviving listed company's net worth per share on its financial report audited or reviewed by a CPA for the latest period before the merger record date. When the above proviso is satisfied, if the TWSE listed company, and the surviving or newly-incorporated unlisted company have different par values per share, the comparison of net worth per share shall be based on an imputation adjustment to the same par value, and the attesting CPA shall submit a review opinion following the imputation adjustment.
- Shareholding dispersion: complies with Article 4, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings.
- The non-surviving listed company was free of any and all circumstances set out in Articles 49, 50, and 50-1 before the merger record date, and its net worth per share was stated at not less than the par value per share on the financial reports audited or reviewed by a CPA for both the most recent period and most recent fiscal year before the merger record date.
- Financial reports: a CPA shall have audited or reviewed the latest-period financial report, and issued a signed audit report or a review report containing an unqualified conclusion; or, if an audit report containing other than an unqualified opinion is issued, it does not affect the fair presentation of the financial report.
- Complies with Article 4, paragraph 1, subparagraph 5, and Articles 18 and 19 of the TWSE Rules Governing Review of Securities Listings and is free of any of the circumstances set out in Article 9, paragraph 1, subparagraphs 1, 3, 4, 6, 8, 9, and 12 of those Rules.
Before its securities are listed, the surviving unlisted company under the preceding paragraph shall deposit stock in central custody and conduct a pre-listing public offering in accordance with Articles 10 and 11 of the TWSE Rules Governing Review of Securities Listings.
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Article 53-18
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When a TWSE listed company, or a TWSE listed company and another company, convert(s) its (their) shares into shares of another existing company that is not TWSE listed, if the pro forma post-share-conversion financial statement for the most recent year of the existing company that is not TWSE listed shows that more than 50 percent of its total operating revenue or operating income is derived from the TWSE listed company that participated in the share conversion, and the unlisted existing company meets all of the requirements in each subparagraph of Article 53-2, paragraph 1, a listing application with relevant documentation may be filed with the TWSE within 1 year after the record date of the share conversion. Before its securities are TWSE listed, the surviving unlisted company shall deposit its stock in central custody in accordance with Article 10 of the TWSE Rules Governing Review of Securities Listings.
If shares of any company that is neither TWSE listed nor Taipei Exchange listed are being converted together with a share conversion under the preceding paragraph, that unlisted company shall also comply with all of the requirements in each subparagraph of Article 53-2, paragraph 1.
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Article 53-21
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Where a TWSE listed company carries out capital reduction due to a demerger referred to in Article 53-19, paragraph 1 or 2, and the newly incorporated company that acquires its business issues new shares for which the acquired business is the consideration, and issues them in full to the original shareholders of the demerged company on a pro-rata basis, approval may be given for TWSE listing and trading of the securities of the newly incorporated transferee company if it complies with all of the conditions listed below; provided, simultaneous application may not be made of related conditions such as those concerning lesser capital amount or profitability in Article 5, Article 6, or Article 6-1 of the TWSE Rules Governing Review of Securities Listings:
- Capitalization: the share capital on the pro forma financial statement for the most recent period at the time of application complies with the provisions of Article 4, paragraph 1, subparagraph 2 of the TWSE Rules Governing Review of Securities Listings.
- Profitability: complies with the provisions of Article 4, paragraph 1, subparagraph 3 of the TWSE Rules Governing Review of Securities Listings, according to the pro forma financial statement.
- Article 4, paragraph 1, subparagraph 5 of the TWSE Rules Governing Review of Securities Listings are conformed to, and no circumstance in Article 9, paragraph 1, subparagraph 1, 3, 4, 6, 8, 9, 11, or 12 of said rules applies.
- The pro forma financial statements for the most recent fiscal year shall be audited and attested by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports for public companies, and an audit report containing an unqualified opinion issued.
- Centralized custody of shares and pre-listing public sale shall be carried out pursuant to Article 10 or Article 10-1, and Article 11, of the TWSE Rules Governing Review of Securities Listings.
When a demerged listed company undergoes a demerger, if the period of listing, or the combined period of listing and Taipei Exchange-listing, of its securities is no less than 3 years, the newly formed transferee company of the demerger may, within 1 year from the day of completion of amendment registration of the demerger, submit an application for TWSE listing accompanied by relevant documents to the TWSE in accordance with prescribed procedures.
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Article 53-24
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In event that a transferee company of a demerger is unable to apply to the TWSE for listing in accordance with any of the preceding three articles, the TWSE listing of its stock may be approved if it meets all of the requirements of the following subparagraphs:
- At the time of the submission of the TWSE listing application, 3 years have not elapsed since the day of completion of amendment registration of the demerger.
- The TWSE listed company undergoing the demerger, one business day prior to the demerger, had market capitalization of not less than NT$20 billion or its shareholders equity was stated at not less than NT$10 billion on the financial statement audited (or reviewed) by a CPA for the most recent period.
- The equity of the transferee company of the demerger is stated at not less than NT$5 billion on the financial statement audited (or reviewed) by a CPA for the most recent period.
- The transferee company of the demerger complies with all the requirements of each subparagraph of Article 53-22, paragraph 1.
The transferee company of the demerger referred in the preceding paragraph is exempted from the requirement under Article 2-1, paragraph 1 of the TWSE Rules Governing Review of Securities Listings to first have applied and had its stock registered and traded as emerging stock on the Taipei Exchange for not less than 6 months.
The transferee company of the demerger shall follow procedures for placement of shares in custody and for pre-listing public sale in accordance with Article 10 or 10-1, and Article 11, of the TWSE Rules Governing Review of Securities Listings, provided that underwriting may be carried out for stock already publicly offered and issued by the company.
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