| Title： |
Application Procedures for Terminating the Listing of Securities by Listed Companies(2004.02.24) |
| Date： |
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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 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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