| Article 1 |
These Procedures are adopted pursuant to Article 8, paragraph 4 of the GreTai Securities Market Rules Governing Securities Trading on the GTSM (the "Trading Rules").
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| Article 2 |
The term "material information" as used herein means any of the following:
- The circumstance under Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act.
- Any circumstance under Articles 12-1 and 12-2 of the Trading Rules concerning the issuer itself.
- Any circumstance under Article 7 of the Regulations Governing the Issuance of Call (Put) Warrants by Issuers prescribed by the competent authority.
- Any amendment to the Articles of Incorporation of an issuer or any increase or decrease in its capital, which is likely to seriously affect its shareholders' equity.
- Any change in the principal business item of an issuer.
- Losses incurred by an issuer from its engagement in trading of derivative financial products reach 3 percent or more of the issuer's net worth.
- Any serious disaster or labor dispute occurring to an issuer, which has a serious influence on its business operations.
- Any initiation or termination of major litigious matters against, or tax sanction on an issuer, or any proceeding of corporate reorganization or liquidation procedures by operation of law.
- Occurrence of any event under subparagraphs 4 through 8 of this paragraph to any branch office of an issuer, which has a serious influence on the business operations of the issuer.
- Any joint and several liabilities assumed by an issuer for damages caused by the conduct of any of its promoters or directors.
- Any due revocation, or declaration of voidance of a resolution of an issuer's shareholders' meeting by a court of law.
- Any change in, or amendment to the laws or regulations of the country under whose law an issuer is incorporated, which has a serious influence on an issuer's shareholders' equity or on its business operations.
- Any requirement of an explanation by an issuer, on behalf of the institution it engages to deal with risk-management matters, of any circumstance under subparagraphs 2 through 10 above applying to that institution.
- Any material information that has to be reported in a seasonable manner pursuant to the laws and regulations of the home country of a foreign institution.
- Any domestic or foreign mass media reporting that is sufficient to affect the market of call (put) warrants.
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| Article 3 |
Upon occurrence of an event under any subparagraph of the preceding article, or upon discover of any mass media reporting on an event under any subparagraph of the preceding article or any such reporting that is inconsistent with the fact, an issuer shall, before the start of trading hours of the next business day following the occurrence of the event or following the mass media reporting date, enter the contributing factor, source, and content of, and clarification on the information into the Market Observation Post System (the "MOPS system"), or in the case of failing to do so for any reason, complete on its own initiative a "Public Statement Concerning Material Information - Form (1)" (Attachment 1) or a "Public Statement Concerning Material Information - Form (2)" (Attachment 2) and deliver the same by facsimile to the GTSM for processing.
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| Article 4 |
Where the GTSM discovers that, or an investor inquires of the GTSM by facsimile (Attachment 3), with supporting materials annexed therein, as to whether an issuer has any unpublished material information set forth in Article 2 hereof, and where the GTSM deems necessary, it may complete a "Public Statement Concerning Material Information of a GTSM Listed Company - Form (3)" (Attachment 4) specifying the source and content of the information, and make inquiries by facsimile and/or by telephone of the spokesperson or acting spokesperson of issuer; the issuer shall provide, on an item-by-item basis, explanations of the content of the inquiries, and shall input the explanations into the MOPS system within a time prescribed by the GTSM.
An investor shall fill out the true name, personal identification number [or uniform invoice number], address, and contact telephone number when making a written inquiry referred to in the preceding paragraph, by the original or abstract of which the GTSM may make inquiries of the issuer during regular business hours.
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| Article 5 |
To ensure timeliness, an issuer shall first transmit by facsimile the completed public statement under Article 3 hereof and then deliver the original copy to the GTSM. If the delivered original is found to be discrepant in content with the facsimiled copy, the issuer shall assume its responsibility, and publicly announce and explain such discrepancy. If the issuer is a foreign institution, it shall truly submit a hard copy of the information content in English, together with an abstract thereof in Chinese, or a hard copy in Chinese. The issuer's responsible person or manager shall have affixed his or her seal to the delivered statement in acknowledgment of the responsibility.
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| Article 6 |
The GTSM may publicly announce an issuer's Public Statement Concerning Material Information pursuant to applicable regulations, or disclose it to the public through the GTSM's information transmission system, or otherwise take measures under applicable regulations governing implementation of the market surveillance system prescribed by the GTSM, and may forward photocopies thereof to securities brokers for posting at their places of business and display the same in it's reading room, for reference by the general investor public.
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| Article 7 |
Where an issuer fails to present or input into the MOPS system the Public Statement Concerning Material Information on its own initiative or within a time limit prescribed by the GTSM in compliance with these Procedures, the GTSM may impose a penalty of NT$30,000. If the securities firm is required to take measures to make up for an omission or failure in public disclosure, it shall do so within the deadline set by the TPEx. If that deadline is not met, the TPEx may impose a penalty of NT$10,000 per day until the date on which the measures are taken.
If a penalty is imposed by the TPEx on the issuer, the payment shall be made to the TPEx Administration Department within 5 days after receiving notification from the TPEx of the penalty.
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| Article 8 |
These Procedures, and any amendments hereto, shall take force upon review and recordation by the competent authority.
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