| Title： |
Application Procedures for Terminating the Listing of Securities by Listed Companies(2004.02.24) |
| Date： |
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Article 1
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In compliance with Article 145 of the Securities & Exchange Act and Article 3 of the Rules on the Contract for Public Listing of Securities, a listed company shall submit its application to terminate the listing of its securities as set forth in this Application Procedures.
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Article 2
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To safeguard the investors’ rights, a listed company shall submit the matter of terminating the listing of its securities to the board of directors’ meeting or the shareholders’ meeting for approval via resolution; the shares of the consenting directors or shareholders shall be at least two-thirds of the listed company’s total issued shares. However, the aforementioned requirement may not apply if the securities with its listing to be terminated would then be traded over-the-counter securities exchange as convertible corporate bond.
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Article 3
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When a listed company applies for terminating its listing of securities, at least the following individuals shall be jointly and severally liable in committing to purchase its corporate stock:
1. The directors who have given their consent to the matter in a board of directors’ approval by resolution, provided that this restriction shall not apply to independent directors;
2. The directors who have given their consent to submitting the proposal for terminating the listing to a shareholders’ meeting for discussion, provided that this restriction shall not apply to independent directors;
The abovementioned commitment to purchase the listed corporate stocks shall be enumerated and explained in the proposal for terminating the listing:
1. The starting date for the tender offer.
2. The method for calculating the tender offer price.
3. The tender offer period.
4. On the day before the mailing of the notice of the board of directors’ meeting or shareholders’ meeting, the respective directors and supervisors whose total number of shares holding and their shareholding percentage to the total number of issued shares
5. The respective acquisition ratio by the directors who have committed to purchase the listed corporate stocks and are jointly and severally liable. However, those acquisitions, pursuant to the approval by resolution from the directors’ meeting, can be deferred until the proposal is enumerated and explained in the proposal for the shareholders’ meeting or until when the application is submitted to this Corporation.
The starting date for the tender offer in the preceding paragraph shall be the date that the listing termination takes effect. The tender offer period shall be fifty days, and the settlement shall be completed after the tender offer period expires. The tender offer price shall be made according to the following standards, but the per share price shall not be lower than the net worth per share stated in the latest Financial Statement audited by Certified Public Accountant:
1. Where the proposal to terminate listing was approved by the resolution of the board of directors, the tender offer price shall not be lower than the simple mathematical average of the closing price of the company’s securities applying retroactively for a month from the day prior to the date of the resolution by the board of directors’ meeting.
2. Where the proposal to terminate listing was approved by the resolution of the shareholders meeting, the tender offer price shall not be lower than the simple mathematical average of the closing price of the company’s securities applying retroactively for a month from the day prior to the date of the resolution by the shareholders meeting.
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Article 4
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A listed company that applies for the termination of the listing of its securities shall attach the minutes of the board of directors’ meeting or the shareholders’ meeting.
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Article 5
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This Corporation requires a company’s application for the termination of the listing of its securities to include the opinions of its board of directors after it had examined and discussed the proposal to terminate the listing in its submission to the Competent Authority for further approval.
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Article 6
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After a listed company’s application for terminating the listing of its securities has been approved by the Competent Authority, this Corporation shall publicly announce said approval and also immediately notify said listed company twenty days prior to the date of implementing the termination of listing. However, in cases wherein the listing of securities to be terminated would be traded over-the-counter securities exchange as convertible corporate bond pursuant to the provisions of the latter part of Article 2 of this Application Procedures, this Corporation may issue the public announcement 5 days prior to the date of implementing the termination of listing.
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Article 7
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A listed company that has been notified by this Corporation about the termination of its securities shall, upon receipt of said notification, immediately sign into the internet online reporting system as designated by this Corporation, and send the required downloaded information to this Corporation for the purpose of recordation.
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Article 8
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This Application Procedures shall be subject to the approval by the Competent Authority before public announcement. Any amendment thereof shall follow the same procedure.
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