| Article 15-8 |
Where a GTSM listed company or a GTSM primary listed company acquires shares, business, or assets of a domestic company that is neither GTSM listed nor TWSE listed, with shares, or securities that may be converted into or may be used to subscribe shares, as consideration, if such transaction reaches any one of the standards listed below, the acquired domestic company shall additionally comply with all the conditions set out in Article 15-2:
1.If the book entry amount of the shares, or securities that may be converted into or may be used to subscribe shares, as consideration obtained by the unlisted company as a result of being acquired reaches 70 percent or more of its book net asset value, or the shares, or securities that may be converted into or may be used to subscribe shares, paid as consideration by the GTSM listed company or the GTSM primary listed company for the acquisition reach 10 percent or more of the aggregate shares already issued and anticipated to be issued by the GTSM listed company.
2.If the total number of shares acquired from shareholders of the unlisted company reaches 70 percent or more of its issued shares.
3.If the operating revenue or operating profit or book net asset value of a division being spun off from the unlisted company to the GTSM listed company or the GTSM primary listed company reaches 70 percent or more of its entire operating revenue or operating profit or book net asset value, or reaches 10 percent or more of the entire operating revenue or operating profit or book net asset value on the pro forma financial statements of the GTSM listed company or the GTSM primary listed company. |
| Article 15-9 |
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| Article 15-10 |
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| Article 15-11 |
Where a GTSM listed company, pursuant to Article 27 of the Business Merger and Acquisition Act, undergoes a general assignment, or pursuant to Article 185, paragraph 1, subparagraph 2 of the Company Act, assigns business or assets, it shall, at least 30 days prior to the assignment record date, file the application with the GTSM, and may remain GTSM listed if all required documents have been submitted to the GTSM, and, after review by the administering department, none of the following conditions is found:
1.The pro forma operating revenue or operating income as stated in the parent company only (or individual) pro forma financial statements audited by a CPA, excluding the business or assets under assignment, for each of the most recent 2 accounting years, has declined by 50 percent or more, compared with the operating revenue (including discontinued operations) or operating income (including discontinued operations) as stated in the parent company only (or individual) financial statements of the same period.
2.The pro forma operating loss as stated in the parent company only (or individual) pro forma financial statements audited by a CPA, excluding the business or assets under assignment, for each of the most recent 2 accounting years is greater than the operating loss (including discontinued operations) as stated in the parent company only (or individual) financial statements of the same period.
Where a GTSM listed company, pursuant to Article 27 of the Business Merger and Acquisition Act, undergoes general assignment, or pursuant to Article 185, paragraph 1, subparagraph 2 of the Company Act, establishes an investment holding company, and the investment holding company complies with the conditions set forth in Article 3, paragraph 1, subparagraphs 1, 3, 4, 6, 7, and 9 of the GTSM Supplementary Provisions for Applications for GTSM Listing by Investment Holding Companies, and it holds 100 percent of the shares of the transferee company, it shall file an application with the GTSM for amendment of the content of GTSM listed securities pursuant to Article 9-1 of these Rules. However, Article 12-2, paragraph 1, subparagraph 6 of these Rules shall not apply to the amendment of its business scope. |