| Article 12-6 |
If any of the circumstances listed below exists with respect to a GTSM secondary listed company, the GTSM may terminate the GTSM trading of its securities and report the matter to the competent authority for recordation:
1.The trading of its GTSM listed stock, or the securities represented by its Taiwan Depositary Receipts, on the securities exchange on which it is listed is terminated.
2.The net worth, as indicated in its duly announced and filed financial report for the most recent period, of less than one third of its share capital stated in the financial report. If the stock has no par value or a par value per share other than NT$10, the share capital shall refer to the sum of the share capital plus capital reserves minus the original issue premium.
3.The foreign issuer and its agency or depositary institution violates the government regulations, bylaws and publicly announced rules of the GTSM, refuses to pay fees for trading on the GTSM, or fails to perform obligations under the Contract of Trading on the GTSM.
4.The company's organization and registration have been voided by the country of registration, or the company has been dissolved.
5.The company has filed for reorganization with a court of the country of registration or country of listing.
6.The company has filed for bankruptcy with a court of the country of registration or country of listing.
7.Where for 3 consecutive months the number of units of Taiwan Depositary Receipts issued and outstanding has been less than 5 million units, and additional issuance has not been completed within 3 months from the date of written notification from the GTSM to do so.
8.A demerger, general assignment, or transfer of equity in a subsidiary company, does not satisfy the standard for continued GTSM listing under Article 15-32 of these Rules.
9.In any of the events in Article 156, applied mutatis mutandis under Article 165-2, of the Securities and Exchange Act, the company has been ordered by the competent authority to suspend the trading of all securities for a period of 3 months or more.
10.The company's GTSM listed securities have been suspended from GTSM trading pursuant to Article 12-5, paragraph 1 of these Rules, and trading of the securities has not been resumed after 6 full months have elapsed.
11.Its stocks or Taiwan Depositary Receipts listed on the GTSM exceed 50 percent of the total number of its issued shares.
12.The foreign issuer or the agent or depositary institution engaged by it violates government laws or regulations, GTSM bylaws or public announcements, refuses to pay GTSM trading fees, or fails to perform obligations required under the GTSM trading contract.
13.Violation of Article 12-4, paragraph 1, subparagraphs 1, 4, 5, 6, or 10, and failure to meet the criteria of Article 12-4, paragraph 2, subparagraph 1, 4,5, 6, or 10 within 6 months from the next business day following the imposition of the altered trading method.
14.After a GTSM secondary listed company has received written notice to make supplementation or correction under Article 19 of the Procedures for the Review of Financial Reports of GTSM Listed Companies or Article 17 of the Handling Procedures for Routine Regulation and Regulation by Exception of Financial and Business Affairs of GTSM Listed Companies, the company fails to make the supplementation or correction within the deadline, and the circumstances in the specific case are serious.
15.where the GTSM, based on other reasons sufficient to affect the market order or interests of the investors, deems it necessary to terminate the GTSM trading of its securities.
A GTSM secondary listed company and its agency or depositary institution that apply for termination of GTSM trading of its securities due to the expiration of the issuance period or pursuant to Article 10 of the Regulations may do so only after obtaining the GTSM's approval for termination of GTSM trading and reporting the matter to the competent authority for recordation.
If because any circumstance in any subparagraph of paragraph 1 exists with respect to a GTSM secondary listed company, and the GTSM has announced the termination of GTSM trading of its securities, but the termination has not yet been implemented, if the cause for termination of GTSM trading ceases to exist, or supplementation or corrective action is completed, and none of the other circumstances in any subparagraph of paragraph 1 exists, the issuer may submit relevant substantiating evidence to apply to the GTSM at least 8 working days before the date of termination of GTSM trading, and, the GTSM may announce an exemption from the termination of GTSM trading and report the matter to the competent authority for recordation. However, this shall apply only insofar as no exemption from termination of GTSM trading has previously been granted for the same reason.
Article 12-2 of these Rules shall apply mutatis mutandis to the implementation methods and procedures for the termination of GTSM trading or resumption of GTSM trading of the securities of a GTSM secondary listed company under paragraphs 1 to 3; however, the GTSM may shorten the time limit for public announcement for termination of GTSM trading in special circumstances as the GTSM deems necessary.
In cases of termination of GTSM trading under paragraph 1 or 2, at least the foreign issuer and all of its directors with the exception of independent directors shall undertake to purchase its GTSM traded securities. The purchase period shall be 50 days beginning on the date of termination of GTSM trading. The purchase price shall be set according to the following standards, and may not be lower than the company's net worth per share, or net worth per Taiwan depositary receipt unit calculated by the net worth per share and the number of shares of original stock represented thereby, according to the latest financial report audited or reviewed by a CPA:
1.If GTSM trading is terminated by the GTSM under paragraph 1, the purchase price may not be lower than the simple mathematical average of the closing prices during the month prior to the date of the GTSM's announcement of termination of GTSM trading.
2.If GTSM trading is terminated through an own-initiative application under paragraph 2, the purchase price may not be lower than the simple mathematical average of the closing prices of the company's securities during the month prior to the date of the resolution by the directors meeting or the date of the resolution by the shareholders meeting, whichever is higher.
When a special cause exists for a GTSM secondary listed company, such as stock price sensitive information pending announcement or the occurrence of a material event, upon a voluntary application by the GTSM secondary listed company, or upon an announcement, by the securities market that originally listed the company's securities, of the halting of trading thereof, the GTSM may announce halting of trading of the company's GTSM listed foreign stock or Taiwan Depositary Receipts. Upon a voluntary application by the GTSM secondary listed company, or upon an announcement, by the securities market that originally listed the company's securities, of the resumption of trading thereof, the GTSM may announce the resumption of trading of the company's GTSM listed foreign stock or Taiwan Depositary Receipts, provided that the specific instance of halting of trading did not result in any material violation of GTSM rules in connection with material information, necessitating suspension of trading of the GTSM listed foreign stock or Taiwan Depositary Receipts.
When the GTSM announces halting or resumption of trading of the GTSM listed foreign stock or Taiwan Depositary Receipts of a GTSM secondary listed company under the preceding paragraph, it may first proceed to make the announcement, and then file a report with the competent authority for recordation. |