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Article 5-1
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For a primary exchange (or OTC) listed company conducting a case set out in Article 6, paragraph 1, subparagraph 1 or 2, if any of the following circumstances exists, the registration will become effective 20 full business days from the date on which the filing documents were received by the FSC and FSC-designated agencies:
- A previous case conducted under Article 6, paragraph 1, subparagraph 1 to 3 or 6 was rejected, voided, or revoked by the FSC. However, this restriction need not apply where the case was voided or revoked by the FSC because the issuance had not been fully subscribed and fully paid for in cash following the date of arrival of the notice of effective registration.
- The company has been sanctioned two or more times by the FSC in accordance with Article 178 of the Act for violating the Act or other relevant laws or regulations during the fiscal year when the registration was filed or during the previous fiscal year.
- The operating income or net profit before tax of the company show consecutive losses in the most recent 2 fiscal years or the latest financial report indicates that the net asset value per share is lower than its par value.
- The company is required to allocate special reserve for non-arm's length transactions and such requirement is not yet lifted.
- Any of the following circumstances occurs or has occurred during the fiscal year of registration or the previous 2 fiscal years. However, if neither the operating revenue nor asset value of the transferred items nor the expenses accumulated for R&D exceeds 10 percent of the total operating revenue or asset value on the financial report of the fiscal year preceding the time of the transfer or of the R&D expenses for the same period, this restriction does not apply.
- Entering into, amending, or terminating any contract for lease of the company's business in whole, or for entrusted business, or for regular joint operation with others.
- Transferring the whole or any essential part of its business or assets.
- Accepting the transfer of another's whole business or assets, with a material affect on the business operation of the company.
- Transferring a portion of its operations or R&D results to another company.
- A change in one-third or more of the directors has occurred in the fiscal year of registration or the previous 2 fiscal years and any one of the following circumstances exists. However, this restriction does not apply if more than half of the company's directors are controlled by the original major shareholders before and after such change:
- The submitted financial reports indicate an addition to the principal products (meaning any product from which the operating revenue accounts for 20 percent or more of operating revenue) and that the total operating revenue or operating income from the added principal product accounts for 50 percent or more thereof in that fiscal year. However, if the increase in the operating revenue for a principal product from one period to the next does not reach 50 percent or more, that principal product is not required to be counted.
- The submitted financial reports indicate that the company has acquired an on-going or completed construction project and the operating revenue or operating income from that project has reached 30 percent or more thereof in that fiscal year.
- The submitted financial reports indicate that the company has received transfer of a portion of the operations or R&D results of another company other than an affiliated company and that the operating revenue or operating income from that partial operations or R&D result has reached 30 percent or more thereof in that fiscal year.
- The securities underwriter, at the time the company files for registration, has received cumulatively 5 or more demerit points in the most recent year from the FSC, TWSE, TPEx, and Taiwan Securities Association.
The provisions of the preceding paragraph do not apply to cases of issuance of new shares in connection with merger, issuance of new shares in connection with receiving transfer of shares of another company, or issuance of new shares in connection with acquisition or demerger conducted in accordance with related laws.
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