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48-3
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If a subsidiary of a TWSE listed company applies for listing of securities in an overseas securities market for trading, it shall establish a special committee to review and consider the following matters and submit the results of the reviews to the board of directors for discussion before the listing shall be approved by resolution at a shareholders meeting of the listed company:
- The purpose of the subsidiary's application for listing of securities in the overseas securities market for trading.
- Impact on the finance and business of the listed company, and impact of the proposed changes in the organizational structure and business on the listed company.
- Method of shareholding dispersal, proposed reduction of shareholding, basis of price determination, to whom equities are to be assigned or specified persons being contacted with regard to the subsidiary.
- Whether continued listing of shares of the listed company on the TWSE will be affected.
When a subsidiary of a TWSE listed company applies for listing at an overseas securities market, making the listed company meets the criteria in the first paragraph of the preceding article due to a reduced direct or indirect shareholding in or capital contribution to its subsidiary, the listed company shall take the required actions in accordance with the applicable provisions in that article.
Where listing shall be approved by resolution at a shareholders meeting in accordance with the first paragraph, the information listed in that paragraph shall be included and explained in the reason for convening the shareholders meeting and shall not be submitted as an extempore motion.
If, as a result of a subsidiary of a TWSE listed company listing securities in an overseas securities market for trading, the listed company or subsidiary is required to issue an undertaking to the competent authority or security exchange of such market, the listed company shall establish a special committee to review and consider the impact of the undertaking on the finance, business or shareholder equity of the listed company and the subisidary, and shall submit the results of the review to the board of directors for resolution.
The contents of the undertaking and board of directors resolution mentioned in the preceding paragraph shall be fully reported in the next shareholders meeting.
Where a TWSE listed company that has established an audit committee, the audit committee shall act as the special committee referred to in the first to four paragraphs. The audit committee shall follow the regulations on matters to be resolved by audit committee under the Securities and Exchange Act in proceeding with the reviews and considerations under this article.
Where a special committee is established in accordance with this article, the applicable regulations under the Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition shall apply mutatis mutandis to the makeup, qualification, review method and other matters relating to the committee.
In the event of a TWSE listed company's violation of this Article, the TWSE mayrequest improvement, change how its securities are trading, or suspend trading of its securities depending on degree of severity.
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