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Taiwan Stock Exchange Corporation Rules Governing the Repurchase of Taiwan Depositary Receipts by Secondary Listed Companies  CH

Amended Date: 2015.06.23 
Article 1     These Rules are adopted pursuant to Article 4-1 of the TWSE Rules Governing the Listing of Taiwan depositary receipts.
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Article 2     Insofar as there is no conflict with the laws and regulations of the country where it is registered and the country where it is listed, a secondary listed company may repurchase its Taiwan depositary receipts on the TWSE centralized securities market upon the approval of a majority of the directors present at a board of directors meeting attended by two-thirds or more of the directors.
    A resolution of the board of directors under the preceding paragraph and the status of implementation thereof shall be reported to the next following shareholders meeting. The same shall apply to any failure to repurchase the Taiwan depositary receipts for any reason.
Article 3     A TWSE secondary listed company repurchasing Taiwan depositary receipts on the TWSE centralized securities exchange market shall, within two days counting inclusively from the date on which the resolution for repurchase is made at a meeting of the board of directors, publicly announce the following matters on the Market Observation Post System (MOPS), and report to the TWSE by submitting the downloaded data and relevant documentation.
  1. Date and method of resolution.
  2. Purpose of the repurchase of Taiwan depositary receipts (share redemption and cancellation).
  3. Ceiling on the total monetary amount of the repurchase of Taiwan depositary receipts.
  4. Planned repurchase period and quantity.
  5. Repurchase price range.
  6. Repurchase method.
  7. Percentage ratio of the units planned to be repurchased to the total number of already-issued Taiwan depositary receipts (%).
  8. Any repurchase of Taiwan depositary receipts during the most recent 3 years prior to the date of resolution.
  9. Planned or actual date for the cancellation of the shares.
  10. Other matters as required by the TWSE.
    When making the public announcement pursuant to the preceding paragraph, the TWSE secondary listed company shall also report or change the insider data on MOPS.    The TWSE secondary listed company shall faithfully implement the repurchase of the Taiwan depositary receipts in accordance with the repurchase quantity and price indicated in its filing under paragraph 1.
Article 4     A secondary listed company that has not applied for registration with the TWSE pursuant to the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals and the TWSE Operating Rules may not buy back its Taiwan depositary receipts on the TWSE centralized securities market.
    A secondary listed company that has not carried out public announcement and filing pursuant to these Rules may not buy back its Taiwan depositary receipts on the TWSE centralized securities market.
Article 5     A TWSE secondary listed company repurchasing its own Taiwan depositary receipts shall complete the repurchase within 2 months counting inclusively from the public announcement date specified in Article 17, and, upon expiration of that period or within 5 days counting inclusively from completion of the repurchase, it shall publicly announce the status of execution of the repurchase by the method specified in Article 3 and report to the TWSE by submitting the downloaded data and relevant documentation. If execution of the repurchase has not been completed upon expiration of the period and if execution of another repurchase is required, another repurchase proposal shall be submitted to a meeting of the board of directors for a resolution.
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Article 6     The quantity of TWSE listed securities that a secondary listed company may repurchase daily basis may not exceed one-third of the total quantity of the planned repurchase, and the foreign issuer may not provide price quotations prior to the beginning of trading hours, and shall appoint not more than two securities brokers to conduct the repurchase.
    If the quantity of Taiwan depositary receipts that a TWSE secondary listed company repurchases per day does not exceed 200,000 units, the company need not be subject to the restriction on repurchase quantity in paragraph 1.
Article 7     Whenever the cumulative number of Taiwan depositary receipts repurchased by a TWSE secondary listed company reaches 2 percent of the Taiwan depositary receipts issued by the company, or the repurchase of Taiwan depositary receipts results in the number of outstanding units being less than 12 million units, the company shall, within 2 days counting inclusively from the day of the occurrence of the fact, make an announcement of the repurchase date, quantity, and price on the TWSE Market Observation Post System (MOPS).
Article 8     A secondary listed company repurchasing its Taiwan depositary receipts shall make the repurchase through the automated computer trading system of the TWSE centralized securities exchange market, and may not repurchase its Taiwan depositary receipts by means of block trading, odd-lot trading, reverse auction, auction, or after-market fixed-price trading.
Article 9     When a secondary listed company repurchases its Taiwan depositary receipts, any Taiwan depositary receipts held by its affiliated enterprises as defined under the laws of the country where it is registered and the country where it is listed, or by its directors, supervisors, managerial officers, and their spouses and minor children, or held under the names of others, may not be sold during the period of the company's repurchase of Taiwan depositary receipts.
Article 10     A TWSE secondary listed company shall redeem the stock represented by all Taiwan depositary receipts that it repurchases pursuant to these Rules and, unless the laws of the country where it is registered or the country where it is listed have compulsory provisions otherwise, shall cancel the shares pursuant to the laws and regulations of the country where it is registered within 6 months counting inclusively from the date of repurchase. For the redeemed amount of the repurchased Taiwan depositary receipts, the TWSE secondary listed company may not re-issue Taiwan depositary receipts for listed trading pursuant to Article 28, paragraph 4 of the TWSE Rules Governing Review of Securities Listings.
    A TWSE secondary listed company canceling shares pursuant to the preceding paragraph shall, within 10 business days counting inclusively from the completion of the cancellation, report and upload onto the Internet information reporting system designated by the TWSE documentary proof of share redemption provided by the Taiwan central securities depository, documentary proof of share cancellation provided by its competent authority in the country where it is registered, and other related documentation. If the laws and regulations of the country where it is registered do not require application for share cancellation with the competent authority of the company, the TWSE secondary listed company shall report and upload onto the Internet information reporting system designated by the TWSE other documents sufficient to prove, and a declaration by the company stating, that the shares have been canceled, and other related documentation.
    The quantity of Taiwan depositary receipts repurchased under paragraph 1 may not exceed 10 percent of the total quantity of issued Taiwan depositary receipts.
    A TWSE secondary listed company and its shareholders may not, during the period for the repurchase of Taiwan depositary receipts or within one month counting inclusively from the day following the expiration of the repurchase period or completion of the repurchase, re-issue within the amount that has been redeemed, or re-issue within the scheduled issuance period and permitted number of units for issue under a shelf registration, Taiwan depositary receipts pursuant to Article 28, paragraph 4 of the TWSE Rules Governing Review of Securities Listings.
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Article 11     These Rules, and any amendments hereto, shall be publicly announced and enter into force upon submission to and approval by the Competent Authority.