萬國法律事務所

The Taiwan Stock Exchange Corporation (“TSEC”) held a board meeting on September 16, 2014, and adopted amendments to the Taiwan Stock Exchange Corporation Rules Governing the Review of Securities Listings (Rules).

According to TSEC, the thresholds that must be met in the application for the listing of companies from the technology industries will be applied to the cultural and creative industries mutatis mutandis. Based
on the amended Rules, companies engaged in businesses in the cultural and creative industries will qualify to apply for listing provided their paid-in capital is NT$ 300 million or more, their net worth in both
their most recent financial reports and in financial reports for the most recent fiscal year represent twothirds or greater of their share capital stated on their financial reports, and they must obtain and submit an approval letter from the Ministry of Culture.

Further, the current Article 19.1.6 of the Rules provides that the application company is not qualified to file a listing application if the shares of its parent company are already traded on the TWSE (or the
GTSM) at the time of its application for TWSE listing, and the pro forma operating revenue or operating income as stated in the pro forma consolidated financial statements for each of the most recent 4
quarters, excluding the financial data for the applicant company, as reviewed by a CPA, was down by 50 percent or more from the operating revenue or operating income as stated in the consolidated financial
statements for the same period.

Nevertheless, considering the need for diversification of operation strategies, a proviso has been added to the aforementioned clause stipulating that if the applicant company and its parent company are not
competing companies and offer for sale different products, operate in different industries, or have different business types, then Article 19.1.6 of the Rules will not be applicable.

However, if the parent company of the applicant company transfers its shares invested in the applicant company in order to decrease its shares holding percentage in the applicant company, such transfer must be conducted in a manner that does not impair the interests of the shareholders of the parent company.