| 53-3 |
Where a TWSE primary listed company, under the laws and regulations of the country in which it is registered, merges with any other company by using as consideration a follow-on issue of new shares or securities that may be converted into or may be used to subscribe shares, and the surviving company after the merger is to remain a TWSE primary listed company, the TWSE primary listed company shall submit the documents prescribed in Article 53-2, paragraph 2, subparagraphs 2 and 3, and the other company shall meet all of the requirements listed below:
- If the other company is a domestic company that is neither listed on the TWSE nor the Taipei Exchange, it shall comply with the conditions set out in all of the subparagraphs of Article 53-2, paragraph 1.
- If the other company is a foreign company that is neither a TWSE (or Taipei Exchange) primary listed company nor a TWSE (or Taipei Exchange) secondary listed company, or whose stock is not listed and traded on the main board of an overseas securities market approved by the Competent Authority, it shall comply with all the conditions set out in each following item;
- The financial data of the merged company and the consolidated financial data of the merging and merged companies each satisfy the requirements of Article 28-1, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Securities Listings, unless the proviso of Article 53-2, paragraph 1, subparagraph 1 is conformed to.
- The company is free of the circumstances under which TWSE listing is inappropriate as specified in Article 28-8, subparagraphs 1, 3, 4, and 5 of the TWSE Rules Governing Review of Securities Listings; and is also free of any circumstance under which there has been a material deficiency in the execution of the company's internal control system.
- The company's financial reports of the most recent fiscal year have been audited by a CPA approved by the Competent Authority to perform auditing and attestation of financial reports of public companies, and the auditor issues an unqualified opinion.
Subparagraphs 1 and 2 of the preceding paragraph do not apply if the other company with which the TWSE primary listed company merges is a subsidiary of which said company holds at least 90% of the issued shares.
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