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Taiwan Stock Exchange Corporation Procedures for Applications by TWSE Listed Companies for the Delisting of Securities(2011.10.06) |
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Article 1
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These Procedures apply whenever a TWSE listed company submits an application to delist its securities from the TWSE and when the TWSE processes such applications, pursuant to Article 145 of the Securities and Exchange Act and Article 3 of the TWSE Rules Governing Contracts for the Listing of Securities, except in the case of mergers and acquisitions conducted under Chapter IV-1 of the TWSE Operating Rules.
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Article 2
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To safeguard the interests of investors, a TWSE listed company's application to delist its securities shall have been passed by a resolution of a board of directors meeting or shareholders meeting by approving directors or shareholders whose shareholding is no less than two-thirds of the total number of issued shares of the company. This requirement need not be applied, however, when a TWSE listed company submits an application to delist its convertible corporate bonds from the TWSE for the purpose of switching to trading on the GreTai Securities Market (GTSM).
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Article 3
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When a TWSE listed company submits an application to delist its securities, as a minimum the following individuals shall be jointly and severally liable for committing to purchase the shares of the company:
1. If the application is approved by resolution of a board of directors meeting, the directors, other than independent directors, who express consent at the board of directors meeting.
2. If the application is approved by resolution of a shareholders meeting, the directors, other than independent directors, who expressed consent at the relevant board of directors meeting to submit the delisting application proposal to the shareholders meeting for deliberation.
For the commitment to purchase the shares of the company described in the preceding paragraph, the proposal for submitting the application for delisting shall specify the following:
1. The starting date of purchase.
2. The method for calculating the purchase price.
3. The purchase period.
4. The number of shares held by each director and supervisor and the corresponding percentage to the total number of issued shares of the company, current as of the day immediately preceding the mailing of the notice of the board of directors meeting or shareholders meeting.
5. The individual purchase percentages of the directors jointly and severally liable for the purchase commitment, provided that in the case of submitting a delisting application proposal to a board of directors meeting for approval by resolution, this individual purchase percentage information may be specified at a later time, either in a proposal submitted to a subsequent shareholders meeting or when the delisting application is submitted to the TWSE.
The starting date of purchase under the preceding paragraph shall be the date of delisting. The purchase period shall be 50 days, and settlement shall be conducted upon the end of the purchase period. The purchase price shall be determined based on the following criteria, but in no event may be lower than the net worth per share stated in the company's most recent CPA attested or reviewed financial report:
1. If the delisting proposal is approved by resolution of a board of directors meeting, the purchase price may not be lower than the simple arithmetic mean of the closing prices of the company's shares during the one-month period immediately preceding the resolution date of the board of directors meeting.
2. If the delisting proposal is approved by resolution of a shareholders meeting, the purchase price may not be lower than the simple arithmetic mean of the closing prices of the company's shares during the one-month period immediately preceding the resolution date of the board of directors meeting or for the one-month period immediately preceding the resolution date of the shareholders meeting, whichever is higher.
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Article 4
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A TWSE listed company submitting an application to delist its securities shall annex the minutes of the board of directors meeting or shareholders meeting described in Article 2.
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Article 5
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Upon receiving an application for the delisting of securities, the TWSE shall direct the application to its board of directors for review and submit the review opinions of its board of directors to the competent authority for approval.
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Article 6
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Upon the competent authority's approval of a TWSE listed company's application for delisting of its securities, the TWSE shall make a public announcement 20 days prior to the date of delisting and shall promptly notify the company. Notwithstanding the foregoing, if the application is made to delist convertible corporate bonds from the TWSE for the purpose of switching to listing for trading on the GTSM as described in the latter part of Article 2 of these Procedures, the TWSE public announcement may be made on any day before 5 days before the date of delisting.
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Article 7
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A TWSE listed company, upon receipt of a notice from the TWSE of the delisting of its securities, shall promptly enter the relevant information into the Internet-based information reporting system designated by the TWSE and submit the downloaded information to the TWSE for recordation.
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Article 8
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These Procedures, and any amendments hereto, shall be publicly announced and implemented after submission to and approval by the competent authority.
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