Taiwan Stock Exchange - Rules & Regulations Directory
Article NO. Content
To safeguard the interests of investors, a TWSE listed company's application to delist its securities shall have been passed by a resolution of a board of directors meeting and then submitted to a shareholders meeting for resolution, and the resolution of the shareholders meeting shall require the approval of shareholders representing no less than two-thirds of the total number of issued shares of the company. This requirement need not be applied, however, when a TWSE listed company submits an application to delist its convertible bonds from the TWSE for the purpose of switching to trading on the GreTai Securities Market (GTSM).
Before the TWSE listed company holds a board of directors meeting to resolve on delisting of its securities, it shall form a special committee to review the fairness and reasonableness of the plan for delisting from the TWSE and then report the review results to the board of directors and to the shareholders meeting.
The functions under the preceding paragraph will, for a company that has an audit committee in accordance with the Securities and Exchange Act, be exercised by the audit committee. The audit committee shall handle the review matters in this article in accordance with the provisions of the Securities and Exchange Act related to resolutions of an audit committee.
When the special committee or audit committee conducts the review, it shall engage an independent expert to provide opinions on the reasonableness of the share buyback price proposed by the directors and whether the justification and plan to apply for delisting from the TWSE conform with the overall interests of the TWSE listed company and its shareholders.
Matters in connection with the establishment of the special committee and related matters shall be governed mutatis mutandis by the relevant provisions of the Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition.