An application for listing of stocks at the TIB by a subsidiary that maintains the parent and subsidiary relationship at the time of the application shall be rejected if it fails to meet the following requirements, despite that it has complied with the applicable provisions of these Rules:
Where a subsidiary applies for listing at the TIB in accordance with the proviso of subparagraph 3 of the preceding paragraph, when the parent company transfer shares to reduce its shareholding in the subsidiary during the three years prior to the application for listing, the shares to be transferred should be offered for subscription by existing shareholders on a priority basis or the transfer should be made in a way that will not injure the equity of the shareholders’ of the parent company.
- The parents company and all its subsidiaries and their directors, supervisors and representatives, and shareholders holding more than 10% of the company’s total shares, and their related parties all together shall not hold more than 70% of the total issued shares of the applicant. Where the above shareholding exceeds 70%, there should be prelisting public sales of shares to reduce the shareholding to less than 70%.
- Its operating revenues from the parent company in the fiscal year of its application for listing and the most recent two fiscal years does not exceed 50%, and the value of major raw materials or major products or goods from the parent company does not exceed 70%, except where it is due to characteristics of the trade, market supplies and demands, government policies or other reasonable cause.
- Where the stocks of its parent company are traded at the TWSE/TPEx centralized securities exchange market, the pro forma operating revenues or operating income shown in the pro forma consolidated financial statements that excludes the applicant’s financial data, audited by CPA, for the most recent four quarters at the time of the application indicate no decline of over 50% compared to the consolidated financial statements for the current term, and no transfer of business of any major client of the parent company has occurred during the most recent two fiscal years. The above, however, may be waived if the parent company and the subsidiary engage in different types of business, conduct business in different industries or have different types of products and are not competing with each other, or it is due to other reasonable cause.