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Taiwan Stock Exchange Corporation Procedures for Applications by TWSE Listed Companies for the Delisting of Securities(2011.10.06) |
| Date： |
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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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