The Taiwan Stock Exchange Corporation revised the "Taiwan Stock Exchange Corporation Procedures for Applications by TWSE Listed Companies for the Delisting of Securities" (the "Procedures") on August 10, 2018, which stipulates that aside from a board resolution, a resolution passed by the shareholders is also required for a TWSE listed company for delisting. Further, the delisting requires TWSE listed companies to set up a special committee and appoint an independent expert for the aforementioned purpose.
To delist, a TWSE listed company may opt to have such decision passed by a resolution of a board of directors meeting or shareholders meeting by approving directors or shareholders whose shareholding is no less than two-thirds of the total number of issued shares under the pre-amended Article 2 of the Procedures. However, voluntary delisting should be regarded as a significant corporate event. As such, to voluntarily delist, in addition to the approval of the board meeting, a TWSE listed company is now required to have such resolution further passed by the shareholders meeting under the amended Article 2 of the Procedures. In addition, since delisting concerns a change in such company's role in the capital markets and the valuation adjustment and the method for transaction of shares and thus greatly affects shareholder rights, the board of directors and the shareholders should obtain sufficient information to make meticulous assessments and prudent decisions. Hence, incorporation by reference to Article 6 of the Business Mergers and Acquisitions Act, a TWSE listed company planning to delist is required to set up a special committee under the aforesaid circumstances. Furthermore, such company shall seek opinions from an independent expert on whether the price proposed by the directors for the repurchase of shares is reasonable and whether the reason and plan for the delisting conform to the common interests of such TWSE listed company and its shareholders when the special committee assesses the delisting process. The purpose of such amendment is to fully protect the rights of shareholders and provide investors with a stable environment for future investments.