Taiwan Stock Exchange - Rules & Regulations Directory

Article NO. Content

Title:

Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies 

Amended Date: 2022.08.15 
Article 10-1
    To transfer shares to employees at less than the average actual share repurchase price, a company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued shares, and must have listed the following matters in the notice of reasons for that shareholders meeting; it may not raise the matter by means of an extraordinary motion:
  1. The exercise price, the valuation percentage, the bases of calculations, and the reasonableness thereof.
  2. The number of shares to be transferred, the purpose, and the reasonableness thereof.
  3. Qualification requirements for employees subscribing to shares, and the number of shares they are allowed to subscribe for.
  4. Factors affecting shareholders' equity:
    1. The expensable amount, and dilution of the company's earnings per share.
    2. Explain what financial burden will be imposed on the company by transferring shares to employees at less than the average actual share repurchase price.
    For all successive instances where share transfers to employees as provided for in the preceding paragraph have been approved by shareholders meetings and the shares have been transferred, the cumulative number of shares thus transferred may not exceed 5 percent of the total issued shares of the company, and the cumulative number of shares thus subscribed by any single employee may not exceed 0.5 percent of the total issued shares of the company.
    Matters that a company is required by paragraph 1 to submit for a shareholders meeting resolution shall be set out in its articles of incorporation.
Data Source:Taiwan Stock Exchange - Rules & Regulations Directory
twse-regulation.twse.com.tw