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When a TWSE listed company submits an application to delist its securities, as a minimum 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, shall be jointly and severally liable for committing to purchase the shares of the company.
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:
- The starting date of purchase.
- The method for calculating the purchase price.
- The purchase period.
- 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 delivery of the notice of the board of directors meeting and shareholders meeting.
- The individual purchase percentages of the directors jointly and severally liable for the purchase commitment, provided that in the case the percentages cannot be confirmed in resolutions of the Board of Directors, 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 results of the review by the special committee or audit committee.
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 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 either the shareholders meeting or board of directors meeting, whichever is higher, and may not be less than the net worth per share of the company as shown in the latest financial report audited or reviewed by a CPA.
"Net worth" in the preceding paragraph means the equity attributable to owners of parent on the balance sheet prepared under the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry.
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