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Article 6-2
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The term "market value" as used in Article 4, paragraphs 2 and 3, Article 28-1, paragraphs 1, 2, 5, 6, and Article 29, paragraph 1 of the Rules is calculated as below:
- In the event of an initial application for stock listing or primary stock listing or for listing or primary listing on the Taiwan Innovation Board, the value of the number of shares to be issued for listing as identified in the written application for listing, multiplied by the lower of the following stock prices:
- the offering price as mutually agreed with the securities underwriter; or
- for stocks registered as emerging stocks for over-the-counter trading, the average closing price on the 30th, 90th or 120th business day prior to the first day of listing, whichever is lower.
- In the case where a company whose stock is already listed and traded on the GreTai Securities Market applies for the listing or for the primary listing of its stock, the value of the number of shares to be issued for listing as identified in the written application for listing, multiplied by the average closing price on the 30th, 90th or 120th business day prior to the first day of listing or primary listing, whichever is lower.
- In the event a Taiwan Innovation Board listed company or Taiwan Innovation Board primary listed company applies for conversion as a listed or primary listed company, the value of the number of shares to be issued for such conversion as identified in the written application for listing, multiplied by the lower of the following stock prices:
- the offering price as mutually agreed with the securities underwriter; or
- the average closing price on the 30th, 90th or 120th business day prior to the first day of the aforementioned conversion, whichever is lower.
The term "total issue amount" as used in Article 8, paragraphs 1 and 2, Article 14, paragraph 2, subparagraph 1, Article 28-12, paragraph 2, and Article 29, paragraph 1, subparagraph 2 of the Rules refers to the product of the par value multiplied by the number of shares issued of the same type of stock if the issuing company issues par-value stocks; the product of the price of the same issue multiplied by the number of shares issued of the same type of stock if the issuing company issues non-par-value stocks; and the sum of all products if stocks are issued in installments.
The capital stock mentioned in Article 4, paragraphs 2 and 3, Article 5, and Article 28-1, paragraphs 2, 5, and 6 of the Rules refers to share capital plus capital reserves minus original issue premium, if the shares of the issuer or foreign issuer have no par value or a par value other than NT$10.
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Article 14
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The term "serious deterioration" as used in Article 9, paragraph 1, subparagraph 7 of the Rules shall mean any of the following circumstances, provided that these circumstances shall not apply when, for the most recent fiscal year, the ratio of the net operating income and profit before tax to share capital of the company applying for stock listing is not lower than 12 percent; and when, for the most recent fiscal year, the ratio of the net operating income and profit before tax to the net worth of the company is not lower than 6 percent if the shares of the company have no par value or a par value other than NT$10:
- Operating revenue and net operating income for the most recent fiscal year or the fiscal year in which the application for listing is filed show a marked deterioration relative to other enterprises in the same industry.
- Profit before tax for the most recent fiscal year or the fiscal year in which the application for listing is filed show a marked deterioration relative to other enterprises in the same industry.
- There is continuing negative growth in operating revenues and net operating income for each of the 3 most recent fiscal years.
- There is continuing negative growth in profit before tax for each of the 3 most recent fiscal years.
- The company's products or technology are outdated, and it has no plan for improvement.
The subparagraphs of the preceding paragraph may not apply if the company applying for stock listing in accordance with paragraphs 2 or 3 of Article 4 or Article 5 of the Rules has submitted the explanation of fairness.
For the "other enterprises in the same industry" in paragraph 1, subparagraphs 1 and 2, the securities underwriter shall evaluate and explain the reasonableness of the enterprises sampled for comparison.
The provisions of subparagraphs 3 and 4 of paragraph 1 do not apply to a company already having a concrete improvement plan that is producing positive effects.
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