| 1 |
|
| 2 |
Where a public company in a consortium, when applying for OTC listing of its stocks, meets the requirements/conditions under the GreTai Securities Market Criteria Governing Review of Securities Traded on Over-the-Counter Markets (the "Criteria") but is deemed by the GreTai Securities Market (GreTai) unsuited to have its stocks traded on OTC markets because of failure to meet any of the following conditions, the GreTai shall disapprove the OTC listing of its stocks:
(1) During the fiscal year of application for OTC listing and during the immediately preceding fiscal year, all exchange-listed companies within the same consortium meet the listing requirements in terms of profitability.
(2) During the fiscal year of application for OTC listing and during the immediately preceding fiscal year, all OTC companies within the same consortium meet the OTC listing requirements in terms of profitability.
(3) The principal business or products (referring to those accounting for 30 percent or more of the total operating revenues in each of the most recent two fiscal years) of the applicant company and any other company within the same consortium are not mutually competing. Determination of the term "mutually competing" as used here shall be made on the basis of an overall assessment of general factors such as type of enterprise, product substitutability, and target customers.
(4) Where there are business transactions between the applicant company and any other company(ies) within the same consortium, each such company shall formulate concrete written rules and regulations governing the financial and business affairs among them and have the same passed by its board of directors.
(5) The applicant company's financial and business conditions and its rules and regulations mentioned above shall not show any sign of serious irregularity as compared with those of other companies in the same industry.
(6) The applicant company shall have the potential to independently market any product it sells to other companies within the same consortium.
(7) No more than 50 percent of the applicant company's purchase amount or operating revenue shall come from other companies within the same consortium during the fiscal year of application for OTC listing and during the most recent two (2) fiscal years; provided that this shall not apply in the case of purchase amount or operating revenue between it and its parent/subsidiary company or of a company split under the Company Act or the Business Mergers and Acquisitions Act.
The provisions of subparagraphs 1 and 2 of the preceding paragraph shall not apply where the amount of purchase/sales transactions between the two companies is less than 10 percent of the total purchase/sales amount of the applicant company during such periods; or where the applicant company submits its application for OTC listing under Article 3, paragraph 2, subparagraph 4 of the Criteria, or to the GreTai Securities Market Supplemental Directions Governing Applications for Over-the-Counter Listing by Private Institutions Participating in Infrastructure; or in cases of company split under the Company Act or the Business Mergers and Acquisitions Act and where the amount of purchase/sales transactions between the OTC listed company splitting off the business and the transferee company is less than 30 percent of the total purchases/sales amount of the transferee company.
The applicant company may be exempted from the provisions of subparagraphs 1, 2, and 7 of the preceding paragraph 1 where such event is the product of business nature, market demand and supply conditions, government policy, or any other reasonable causes. |
| 3 |
|
| 4 |
|
| 5 |
|