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Enforcement Letter

Organisation: Financial Supervisory Commission
Issue No.: Financial-Supervisory-Securities-Corporate-1080140297 
Issue Date: 2020/02/21
Content:     Order of the Financial Supervisory Commission
    Issue date: 21 February 2020
    Issue no: Financial-Supervisory-Securities-Corporate-1080140297

  1. The term "share price fluctuated abnormally" in Article 8, paragraph 1, subparagraph 13 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers means that there exists one of the following circumstances under the Taiwan Stock Exchange Corporation (TWSE) Directions for Announcement or Notice of Attention to Trading Information and Dispositions or the Taipei Exchange (TPEx) Operation Directions for Announcement or Notice of Attention to Trading Information and Dispositions:
    1. The TWSE or TPEx duly adopts disposition measures under Article 4, paragraph 1, subparagraph 1 to 7 or 11 of the above-cited TWSE or TPEx Directions.
    2. It is deemed that there is a securities trading irregularity with a likelihood of a significant impact on the security of settlement and clearing in the market, or under other circumstances when it is necessary to maintain order in the markets and the security of trading, and, after a resolution by the Surveillance Operations Oversight Committee, disposition measures are adopted, pursuant to Article 6, paragraph 4 of the above-cited TWSE or TPEx Directions.
    3. Disposition measures are adopted pursuant to a resolution of the special management committee of the TWSE or TPEx Joint Responsibility System Clearing and Settlement Fund, under Article 6, paragraph 5 of the above-cited TWSE or TPEx Directions.
  2. Under any of the circumstances in the preceding point, if the company's operating revenue, operating income, and income before tax as reported in the financial report for the most recent fiscal year or the most recent period audited and attested or reviewed by certified public accountants all have grown significantly from the same period of the preceding year and from the preceding quarter (for example, in the case of a company that files at the end of April 2020, the aforesaid items in 2019 must have grown significantly from those in 2018, and those items must have grown significantly in the fourth quarter of 2018 from the third quarter of 2018 as reported in its financial reports), and furthermore, the company has presented evidence showing that its directors, supervisors, and major shareholders have not engaged in manipulation of the company's stock price, and the company's stock price movement is normal when compared with other stock in the same sector, and the funds to be raised through the offering are intended to be used for purchase of fixed assets, to acquire more than half of the equity of a company in the same sector or industry, or for equity investment in a subsidiary where furthermore the subsidiary uses the funds to purchase fixed assets, the Financial Supervisory Commission, after overall consideration, may refrain from rejecting the company's registration filing.
  3. This Order is effective from this day forward. The former Ministry of Finance Securities & Futures Commission Letter No. (89)-Taiwan-Finance-Securities-(1)-02089 issued on 26 June 2000 and Financial Supervisory Commission Order No. Financial-Supervisory-Securities-1-0950123037 issued on 12 July 2006 are repealed from this day forward, pursuant to Financial Supervisory Commission Order No. Financial-Supervisory-Securities-Corporate-10801402971 issued on 21 February 2020.