| Article 12-1 |
If any of the following circumstances exists with respect to an issuer, the GTSM may report to the Competent Authority for suspension of trading its securities on the GTSM, or the issuer may apply for termination of trading its securities on the GTSM after approval by the Competent Authority; provided, where the circumstances in subparagraphs 1 or 15 apply to an issuer, the GTSM may first proceed to announce suspension of GTSM trading of its securities and then apply to the Competent Authority for recordation:
1. Where the issuer meets the condition under Article 282 of the Company Act and the court makes a ruling to prohibit its stocks from being transferred in accordance with subparagraph 5 of paragraph 1 of Article 287 of the Company Act.
2. Where the issuer has established a securities transfer institution at the locale of the GTSM and subsequently withdraws the same or it nominally sets up a transfer institution without actually handling transfer business, and the GTSM requires that improvement be made within a specified time limit but no improvement is made.
3. Where the documents/statements or information submitted are discovered to contain false statement, and the GTSM requires an explanation but no reasonable explanation is provided within the specified time limit.
4. Where the issuer fails to make public announcement or report of a financial report or financial forecast by the deadlines provided in laws and regulations.
5. Where the financial report publicly announced or reported under Article 36 of the Securities and Exchange Act fails to comply with relevant regulations and generally accepted accounting principles to serious extent, and the said report is not duly rectified or re-compiled within the time limit; or where in connection with the publicly announced and reported annual or semi-annual financial, the attesting CPA issues an audit report containing a disclaimer of opinion or an adverse opinion in the audit report, or issues an adverse opinion or disclaimer of opinion in the review report.
6. Where the issuer has any of the conditions under Article 9 of the GTSM Procedures for Verification and Disclosure of Material Information of Companies with GTSM Listed Securities, Article 7 of the GTSM Procedures for Press Conferences Concerning Material Information of GTSM Listed Companies, Article 11 of the GTSM Handling Procedures for Routine Regulation and Regulation by Exception of Financial and Business Affairs of GTSM Listed Companies, , or Article 6 of the Rules Governing Information Reporting by Companies with GTSM Listed Securities, and the circumstances are serious enough to necessitate termination of GTSM trading of its securities.
7. Where the issuer has materially violated the undertakings for trading on the GTSM. However, when a GTSM primary listed company violates its undertaking to protect shareholders' equity as prescribed in Article 4, paragraph 1, subparagraph 13 of the GTSM Securities Market Rules Governing the Review of Foreign Securities for GTSM Trading, then Article 11, paragraphs 4 to 9 of these Rules shall apply instead of the provisions of this subparagraph.
8. Where a private enterprise undertaking public construction project has serious schedule delay or other serious default or breach of construction or operation contract.
9. Where a negotiable instrument has been dishonored by a financial institution because of insufficient funds on deposit and the issuer has failed to accomplish remedial procedures as set forth in paragraph 4, subparagraph 3 of the preceding Article and submit relevant written documentation within three months of a disposition referred to in the preceding article.
10. Where the issuer is unable to redeem a bond at maturity or on creditor demand, and has not repaid its debt or reached an agreement with its creditor resolving the relevant debt issue within three months after a disposition has been made under the preceding Article.
11. Where a financial holding company loses its controlling interest, as defined in subparagraph 1 of Article 4 of the Financial Holding Company Act, in a banking subsidiary, insurance subsidiary, or securities subsidiary, and the Competent Authority has ordered it to make corrections by a certain deadline.
12. Where the number of companies held by an investment holding company falls below two companies, and improvement has not been made after three months have elapsed following disposition pursuant to Article 12, provided that this requirement shall not apply to a GTSM primary listed company.
13. Where, after a company demerger, paid-in capital fails to reach standards, and improvement has not been made after three months have elapsed following disposition pursuant to Article 12.
14. Where an already GTSM listed parent company (including a financial holding company or investment holding company) fails to abide by an undertaking to purchase the shares of minority shareholders of a TWSE listed or GTSM listed subsidiary in which it has shareholding of more than 70 percent.
15. Where suspension of trading of the issuer's TWSE listed stock is announced by the Taiwan Stock Exchange Corporation.
16. Where there is any other condition for which the trading of securities on the GTSM shall be terminated in accordance with GTSM rules or opinions of the GTSM.
If GTSM trading of the issuer's securities is suspended due to any of the circumstances set forth in the subparagraphs of the preceding paragraph, then when the reason for suspension is extinguished and none of the circumstances set forth in any of the other subparagraphs of that paragraph exist, the issuer may submit the relevant documentary evidence and apply for resumption of trading, and the GTSM shall publicly announce resumption of trading after reporting to, and receiving the approval of, the Competent Authority, with the exceptions of the circumstances set forth in subparagraphs 4,5, and 9, in which cases the requirements set out below must additionally be met before trading may be resumed hereunder, and provided that if GTSM trading of the issuer's securities has been suspended under paragraph 1, subparagraph 15, and the Taiwan Stock Exchange Corporation subsequently publicly announces resumption of trading of the issuer's TWSE listed stock, the GTSM will immediately publicly announce resumption of GTSM trading of its securities:
1. Where suspension of trading was ordered pursuant to subparagraph 4 or 5 of the preceding paragraph, the issuer submits the periodic financial report that it previously failed to submit by the deadline, or corrects or restates the relevant financial report pursuant to regulations, and there is not a qualified audit report or qualified review report as referred to in Article 12, paragraph 1, subparagraph 3.
2. If within six months after the suspension of trading was ordered pursuant to subparagraph 9 of the preceding paragraph remedial procedures as set forth in paragraph 4, subparagraph 3 of the preceding article are completed and the GTSM listed company produces the relevant documentary evidence indicating that remedial procedures have been completed, and the cause of suspension is deemed extinguished.
Except in the case of suspension of trading under subparagraphs 1 or 15 of paragraph 1, the GTSM shall publicly announce any securities whose trading is approved to be suspended or terminated by the Competent Authority in accordance with the provisions in paragraph 1 above 2 business days before the date of implementation. The GTSM shall notify the GTSM listed company concerned to make a disclosure on the Internet information reporting system designated by the GTSM within 2 days counting inclusively from receipt of the GTSM notice.
Where trading of securities is suspended under subparagraphs 1 or 15 of paragraph 1, a public announcement shall be made immediately by the GTSM, on the date it learns of the matter or is notified by the court, or by the GTSM listed company, on the date of disclosure of the material information, on the same day (whichever of the above is earlier), and trading shall be suspended from the next business day following the date of public announcement; and the GTSM listed company shall be notified to make a disclosure on the Internet information reporting system designated by the GTSM within two days counting inclusively from receipt of the GTSM notice. |