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Article 1     These Determination Standards are established for the determination of whether a TPEx listed company (all references to a "TPEx listed company" here and below include TPEx primary listed companies) experiences a change in managerial control and a material change in the scope of business as set forth in Article 12-1, paragraph 1, subparagraph 17 of the Taipei Exchange Rules Governing Securities Trading on the TPEx (the "TPEx Trading Rules").
Article 2     The term "change in managerial control" in Article 12-1, paragraph 1, subparagraph 17 of the TPEx Trading Rules means any of the following circumstances:
  1. Any person solely or jointly with others obtains more than 50% of the issued voting shares of a TPEx listed company, causing a transfer of control.
  2. Any person solely or jointly with others has control over a majority of the voting rights of the board of directors, causing the original management of the TPEx listed company to lose its control.
  3. Other special circumstances deemed by the TPEx as a change in managerial control.
Article 3     The "certain period of time before or after the change in managerial control" in Article 12-1, paragraph 1, subparagraph 17 of the TPEx Trading Rules means the fiscal year immediately preceding the change in managerial control of the TPEx listed company and the period comprising the most recent financial report and the eight periods of financial reports submitted after the change in managerial control.
    The term "material change in the scope of business" in Article 12-1, paragraph 1, subparagraph 17 of the TPEx Trading Rules means any of the following circumstances:
  1. An increase occurs in the main business activities (meaning the operating revenue generated from those business activities amounts to 20% or more of the TPEx listed company's total operating revenue), and the aggregate amount of operating revenue generated from those business activities reaches 50% or more of the operating revenue of the current period.
  2. A change occurs in the business activities that generated 50% or more of the operating revenue in the preceding fiscal year, leading to the operating revenue from those business activities being lower than 20% of the operating revenue of the current period.
  3. The net book value of the property, plant and equipment and right-of-use assets thereof disposed of in the current period amounts to 100% of the net book value of the property, plant and equipment and right-of-use assets thereof at the period-end balance sheet date.
  4. The amount of real property acquired for construction, of on-going or completed construction projects, or of property, plant and equipment and right-of-use assets thereof not within the original business scope, reaches 30% or more of the total assets at the period-end balance sheet date.
  5. Other circumstances deemed by the TPEx as a material change in the scope of business due to the type or nature of, or special situations concerning, the business activities.
    The application of subparagraph 4 of the preceding paragraph may be waived if the TPEx listed company is in the building material and construction industry both before and after the change in managerial control.
Article 4     When a TPEx listed company within the period required by law submits its financial report to the TPEx, it shall submit therewith the Information Checklist on Change in Business Scope checked by a CPA.
    If a TPEx listed company experiences a change in managerial control identified in Article 2, or if the Information Checklist specified in the preceding paragraph indicates there is a material change in the scope of business, the TPEx will disclose such change in the "Change in Control or Business Scope" section of the Market Observation Post System.
Article 5     These Determination Standards, and any amendments hereto, shall be implemented after submission to and recordation by the competent authority.