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50-10
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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 orArticle 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:
- 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.
- 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.
- Any conditions specified in Article 251 or 271 of the Company Act or the relevant authority has revoked its approval for other reasons.
- Confirmation of bankruptcy by any court.
- Confirmation of reorganization by any court, or dismissal of reorganization motion due to impossibility of restructuring or rehabilitation.
- 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.
- Where any of the following circumstances applies to the company's securities:
- A. 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 or 12 of the preceding article.
- B. 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.
- 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.
- 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.
- 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.
- 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.
- Material breach of the Agreement for Listing.
- 80 percent or more of its total issued shares or paid-in capital is held byanother TWSE listed (or Taipei Exchange listed) company, except for any of the following cirucumstances:
- If the other TWSE listed (or Taipei Exchange listed) company has acquired the shares of the TWSE listed company and conducted a merger or share conversion, the provisions of Chapter IV-1 regarding delisting procedures shall apply.
- The proviso of Article 33, paragraph 1, subparagraph 1 of the TWSE Rules Governing Review of Securities Listings is conformed to when the application for listing is made.
- Average closing price for 30 consecutive business days is lower than NT$3 or averge securities market value is lower than NT$100 million.
- 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.
- (deleted)
- 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 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:
- 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.
- 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.
- (deleted)
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.
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