| Article 1 |
These Procedures apply to the application procedures and the handling by the TPEx of all applications submitted by issuers for the termination of TPEx trading of their securities in accordance with Article 10 of the Regulations Governing Securities Trading on the Taipei Exchange, with the exception of mergers and acquisitions conducted in accordance with Chapter II-1 of the Taipei Exchange Rules Governing Securities Trading on the TPEx.
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| Article 2 |
Except for corporate bonds, which are subject to the provisions of paragraph 5, a proposal for delisting of TPEx listed securities shall first be passed by a resolution of the issuer's board of directors and then submitted to a shareholders meeting for resolution, and the resolution of the shareholders meeting shall require the approval of shareholders representing two-thirds or more of the total number of shares issued by the company, and meeting minutes detailing the resolution shall be signed by the statutory representative and attached to the delisting application, which shall be submitted to the TPEx.
Before the TPEx listed company holds a board of directors meeting to resolve on delisting of the TPEx listed securities, it shall form a special committee to review the fairness and reasonableness of the plan for delisting from the TPEx, and then report the review results to the board of directors and to the shareholders meeting. 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.
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 carry out 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 of the TPEx listed securities conform with the overall interests of the TPEx listed company and its shareholders.
A proposal for the delisting of TPEx listed corporate bonds shall be passed by a resolution of a bondholders meeting, with bondholders representing three-quarters or more of the total debt of that bond series in attendance at the meeting, and bondholders representing two-thirds or more of that bond series voting in favor. Meeting minutes detailing the resolution shall be signed by the lstatutory representative and attached to the delisting application, which shall be submitted to the TPEx.
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| Article 3 |
When a TPEx listed company applies to delist its securities, at least all the directors who, when the resolution was passed by the board of directors, voted in favor of submitting the delisting application plan for deliberation by the shareholders meeting shall be jointly and severally liable for committing to purchase the stock of the company, provided that this requirement does not apply to independent directors.
Regarding the commitment to purchase stock of the company described in the preceding paragraph, the personnel's commitment to purchase the company's stock shall be included in the delisting proposal for discussion and resolution at the directors or shareholders meeting, and shall specify the particulars listed below. However, for a delisting application proposal for discussion at a board of directors meeting, the particulars under subparagraph 5 need not be included, and may be postponed until subsequent inclusion in the proposal to the shareholders meeting:
- The starting date of the purchase.
- The method for calculating the purchase price.
- The purchase period.
- The number and percentage of total issued shares held by each director and supervisor one day before the notice for the board of directors meeting and the shareholders meeting is issued.
- Letters of commitment by the personnel under the preceding paragraph to purchase the company's stock, and the percentage of shares to be purchased by each of the personnel.
- The results of the review by the special committee or audit committee.
The starting date of the purchase under the preceding paragraph is the day the security terminates its trading on the TPEx. The purchase period shall be 50 days, with settlement made at 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 stock during the one-month period before the date of the board of directors' resolution or shareholders' resolution, whichever is higher, and furthermore may not be less than the net worth per share shown in the latest financial report audited or reviewed by a CPA.
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| Article 3-1 |
When a TPEx listed company applies to delist its corporate bonds, the issuer shall commit to purchasing outstanding bonds, and the following particulars shall be specified in the proposal for resolution under Article 2:
- The starting date of the purchase.
- The method for calculating the purchase price.
- The purchase period.
- The total and outstanding amounts of corporate bonds issued as of one day before the bondholders meeting notice, and the percentage to be delisted from the TPEx.
- A letter of commitment from the issuer to purchase the corporate bonds.
The starting date of purchase is the day of termination of trading on the TPEx. The purchase period shall be no less than 3 months. If the delisting is resolved in a bondholders meeting, the purchase price may not be lower than the weighted average price of the bonds traded in negotiated trading on the TPEx one month before the bondholders' resolution.
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| Article 4 |
All applications for delisting of TPEx listed securities are subject to the approval of the TPEx's board of directors and shall be reported to the competent authority for recordation.
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| Article 5 |
Once the TPEx has approved the delisting of TPEx listed securities, an announcement shall be made 20 days before the implementation date, and a separate notice will be issued to the applicant.
Upon receiving the notice, the applicant shall make immediate update entries into the Internet reporting system designated by the TPEx, and print out a screen capture of the completed entries and submit it to the TPEx by letter for recordation.
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| Article 6 |
These Procedures, and any amendments hereto, shall enter into force after submission to and final approval by the competent authority.
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