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Article NO. Content

Title:

Operating Rules of the Taiwan Stock Exchange Corporation  CH

Amended Date: 2018.10.04
Article 48-3     If a subsidiary of a listed company applies for listing of securities in an overseas securities market for trading, it shall establish a special committee to review and consider the following matters and submit the results of the reviews to the board of directors for discussion before the listing shall be approved by resolution at a shareholders' meeting of the listed company:
  1. The purpose of the subsidiary's application for listing of securities in the overseas securities market for trading.
  2. Impact on the finance and business of the listed company, and impact of the proposed changes in the organizational structure and business on the listed company.
  3. Method of shareholding dispersal, proposed reduction of shareholding, basis of price determination, to whom equities are to be assigned or specified persons being contacted with regard to the subsidiary.
  4. Whether continued listing of shares of the listed company on the TWSE will be affected.
    When a subsidiary of a listed company applies for listing at an overseas securities market, making the listed company meets the criteria in the first paragraph of the preceding article due to a reduced direct or indirect shareholding in or capital contribution to its subsidiary, the listed company shall take the required actions in accordance with the applicable provisions in that article.
    Where a listed company that has established an audit committee, the audit committee shall act as the special committee referred to in the first paragraph. The audit committee shall follow the regulations on matters to be resolved by audit committee under the Securities and Exchange Act in proceeding with the reviews and considerations under this article.
    Where a special committee is established in accordance with this article, the applicable regulations under the Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition shall apply mutatis mutandis to the makeup, qualification, review method and other matters relating to the committee.
    Where listing shall be approved by resolution at a shareholders' meeting in accordance with the first paragraph, the information listed in that paragraph shall be included and explained in the reason for convening the shareholders' meeting and shall not be submitted as an extempore motion.
    In the event of a listed company's violation of this Article, the TWSE may notify it for improvement, change how its securities are trading, or suspend trading of its securities depending on degree of severity.