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53-14
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When a company limited by shares or a foreign company converts its shares to another newly established company under Article 53-11 to 53-13, the TWSE listed company or TWSE primary listed company whose converted shares are anticipated to account for the greatest proportion of the anticipated issued shares of the newly established company shall carry out with the TWSE the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and after the TWSE has reviewed the application for compliance with regulations, the trading of such company's(ies') originally listed securities shall be suspended 2 trading days prior to (and non-inclusive of) the book closure date, and the securities shall be delisted from the record date of the share conversion; provided, if shares of a single or multiple TWSE listed or Taipei Exchange listed companies are converted into a newly established company to form an investment holding company, the securities of the investment holding company may be listed and traded from the record date of the share conversion, but trading of the originally listed securities shall be suspended beginning 8 days before the record date of the share conversion (counting non-inclusively of that date):
- An Application for Listing of Shares of a Newly Established Company (TWSE Listed Company) Receiving Assignment of Shares shall be completed and filed, along with all specified attachments, with the TWSE no later than 30 trading days prior to (and non-inclusive of) the record date of the share conversion.
- An Application for Share Transfer Book Closure shall be completed and the TWSE shall directly make an announcement to the market of book closure of the shareholder registers of the TWSE listed companies participating in the share conversion.
When a company(ies) limited by shares or a foreign company(ies) converts shares into another company that is an already TWSE listed existing company pursuant to Articles 53-11 to 53-13, and that already TWSE listed existing company uses as consideration shares, or securities that may be converted into or may be used to subscribe for shares, said company limited by shares or foreign company shall complete the application form in subparagraph 1 of the preceding paragraph and submit the application to the TWSE. And if the companies that are converting shares into the already TWSE listed existing company are themselves TWSE listed or TWSE primary listed companies, those companies shall do as specified in subparagraph 2 of the preceding paragraph.
The Agreement for Listing of the securities of a newly established company, and the termination of the Agreement for Listing of the securities of the original listed company, under the preceding two paragraphs, shall be reported by the TWSE to the Competent Authority for recordation.
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