Chapter I General Provisions
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| Article 1 | These Procedures are established to protect the right of an issuer of listed securities to appeal a disposition of the Taiwan Stock Exchange Corporation (TWSE) and provide a basis for provide a basis for the TWSE operating procedures for handling appeal cases.
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| Article 2 | Appeals handled under these Procedures are limited to those lodged by an issuer of listed securities which disagrees with any of the following TWSE dispositions:
- TWSE delisting
- rejection of a merger or acquisition of a listed company or the letter of approval of the subsequent public offering of securitiesissued through private placement
- imposition of a penalty for breach of contract
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| Article 3 | No issuer of listed securities subject to a disposition (Disposed Issuer) may lodge a furtherappeal against a disposition which it has already appealed. The same applies where the Disposed Party has withdrawn its appeal.
Enforcement of a disposition is not suspended on account of the lodgment of an appeal.
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| Article 4 | The TWSE will entertain an appeal which is servedon it only after finding upon examination that the appellant's standing, the written statement of appeal, the appeal grounds, and the relevant evidence and materials attached conform to applicable requirements. However, if the documentation is incomplete and the situation is rectifiable, the TWSE may order rectification within a prescribed time limit.
The TWSE shall not entertain an appeal filed under any of the following circumstances:
- the appeal is filed against Article 3, paragraph 1
- the case is not appealable as in Articles 5, 15, or 16
- the appeal is filed against Article 6, paragraph 1 or Article 17, paragraph 1
- no rectification is made within the time limited prescribed in the preceding paragraph
- other disposition of delisting becomes conclusive to the extent that no substantial interest would be served by the appeal
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Chapter II Appeal Against TWSE Delisting
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| Article 5 | A Disposed Issuer may file an appeal if it disagrees with a disposition by the TWSE to terminate TWSE trading as made under Article 50-1, paragraph 1, Article 50-3, paragraph 3, or Article 50-10, paragraph 1 of the TWSE Operating Rules.
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| Article 6 | A Disposed Issuer under the preceding article shall file its appeal by submitting a written statement of appeal and related documentation to the TWSE within seven days from the day following the date of issuance of the TWSE disposition letter.
The Disposed Issuer shall pay the TWSE an appeal fee of NT$200,000 in a lump sum, which will not be refunded under any circumstances once accepted by the TWSE.
No appeal will be entertained if the appeal fee is not paid in full in accordance with the preceding paragraph.
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| Article 7 | After the TWSEdecides to entertain an appeal, it shall promptly hold a TWSE Delisting Appeal Review Committee (Committee), and shall serve the meeting notice and meeting materials on each Committee member five days before the meeting date.
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| Article 8 | The Committee shall have five members, consisting of three internal reviewers and two external reviewers, who may not have any stake in the particular appeal case. The members shall be as follows:
- Internal reviewers: three TWSE directors as appointed by the competent authority, including theChairperson of the TWSE to serve as the Committee chair, with the remaining two reviewers to be determined by lot drawing on a case-by-case basis.
- External reviewers: one legal expert and one finance/accounting expert.
If the TWSE Chairperson is for some cause unable to serve as internal reviewer and chair, he or she may appoint another of the directors appointed by the competent authority to serve as such.
The external reviewers under paragraph 1, subparagraph 2 shall be selected from the talent pool of the TWSE Securities Listing Review Committee.
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| Article 9 | Each meeting of the Committee shall be attended by all the members before it may be held. However, in the event of a natural disaster, unforeseen event, or other force majeure event that renders full attendance of all the members impossible, this restriction shall not apply if at least two internal reviewers and one external reviewer are in attendance.
When the Committee meets, the members shall attend in person, and may not appoint any other person to attend on their behalf; nor may they appoint any other person to exercise powers on their behalf in a meeting, provided a member who participates in a meeting by video conferencing shall be deemed to attend in person.
A member who leaves early may not exercise voting rights. The chair of a meeting shall adjourn the meeting if, due to an early departure of a member, the quorum in paragraph 1 is not met by the members present. Notwithstanding the foregoing, the meeting may continue if the minimum quorum in the proviso to paragraph 1 is met.
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| Article 10 | The appellant may state opinions in personat a meeting or in writing.
If the appellant or any agent thereof appears at a meeting to state opinions, their presence shall be limited to three persons.
The Committee will hold discussions on the documents provided and opinions stated by the appellant and the disposing department.
When the chair is of the opinion that the appeal case has been discussed to a degree sufficient to put it to a vote, the chair may announce the discussion closed and bring the matter to vote.
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| Article 11 | The voting method which the Committee adopts in reviewing appeal cases shall be an open-ballot one-time vote, cast either to approve or not approve the appeal.
If a majority of the members in attendance vote to approve the appeal, it is decided that the appeal has merit, in which case the TWSE shall revoke the original announcement of the disposition of delisting.
If less than a majority of the members in attendance vote to approve the appeal, it is decided that the appeal is without merit, in which case the original disposition of delisting shall be upheld.
Theresult of the appeal reviewshall be notified to the appellant, reported to the competent authority for recordation, and reported at the next meeting of the board of directors.
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| Article 12 | Ballots for the open-ballot voting under the preceding article shall be designed and provided by the TWSE. When voting, a member shall clearly indicate approval or non-approval, and specify the reasons for approval or non-approval,on the ballot. A blank ballot indicating neither approval nor non-approval will be deemed a vote of non-approval of the appeal.
The ballots will be counted and recorded by the meeting chair, who will announce the voting results and issue a resolution, which shall then be put into a security-sealed official envelope signed and stamped. The envelope will be handled in confidence by the TWSE.
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| Article 13 | An appeal of a Disposed Issuer is deemed withdrawn if, after the appeal, theTWSE announces an exemption from delisting by reason of the conformance of the disposition to Article 50-1, paragraph 2, Article 50-3, paragraph 4, or Article 50-10, paragraph 2 of the TWSE Operating Rules.
No decision rendered bythe Committee under the circumstances of the preceding paragraph will take effect.
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| Article 14 | Minutes shall be taken of Committee meeting proceedings, specifying the reasons for approval or non-approval by the members in attendance, and shall be kept permanently.
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Chapter III Appeal against the Rejection of a Merger or Acquisition of a Listed Company or the Letter of Approval of Subsequent Public Offering of Securities Issued through Private Placement, and against a Penalty for Breach of Contract
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| Article 15 | A Disposed Issuer may file an appeal if it disagrees with a disposition of made by the TWSE in accordance with the following provisions rejecting its merger or acquisition or the letter of approval of subsequent public offering of securities issued through private placement:
- Chapter IV-1 of the TWSE Operating Rules
- Article 12-1, 28-13, or 39 of the TWSE Rules Governing Review of Securities Listings
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| Article 16 | A Disposed Issuer may file an appeal if it disagrees with a disposition of a penalty for breach of contract as made by the TWSE in accordance with the provisions below:
- Chapter IV of the TWSE Operating Rules
- TWSE Directions for Auditing Internal Control Systems of Listed Companies
- TWSE Procedures for Review of Financial Reports of Listed Companies
- TWSE Procedures for Routine Regulation and Regulation by Exception Over Financial and Business Affairs of Listed Companies
- TWSE Rules for Regulating TWSE Primary Listed Companies and Taiwan Innovation Board Primary Listed Companies After Listing
- TWSE Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers
- TWSE Rules Governing Information Filing by Companies with TWSE Listed Securities and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds
- TWSE Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities
- TWSE Procedures for Verification and Disclosure of Material Information of Listed Exchange Traded Notes by Securities Firms
- TWSE Directions for Verification and Disclosure of Material Information of Trustee Institutions and Special Purpose Companies
- TWSE Procedures for Verification and Disclosure of Material Information of Real Estate Securitization Trustee Institutions
- TWSE Procedures for Verification and Disclosure of Material Information of Trust Enterprises with TWSE Listed Beneficial Certificates and Offshore Fund Institutions
- TWSE Procedures for Verification and Disclosure of Material Information of Issuers of Call (Put) Warrants
- TWSE Rules Governing Review of Call (Put) Warrant Listings
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| Article 17 | A Disposed Issuer under the preceding two articles shall file its appeal by submitting a written statement of appeal and related documentation to the TWSE within 20 days from the day following the date of issuance of the TWSE disposition letter.
Upon accepting an appeal case, the TWSE will redeliberate the reasons for the appeal andnotify the appellant of the appeal result.
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Chapter IV Supplementary Provisions |
| Article 18 | These Procedures shalltake effect after having been adopted by the TWSE board of directors and submitted to and approved by the competent authority. Amendments thereto shall take effect after having been approved by the president of the TWSE and submitted to and approved by the competent authority.Additions, deletions, or amendments to these Procedures shall take effect after having been approved the president of the TWSE.
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