| Article 1 |
These Procedures are adopted pursuant to Article 8, paragraph 6 of the TPEx Rules Governing Securities Trading on the TPEx.
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| Article 2 |
In these Procedures, the "material information" of an issuer means the occurrence of any of the matters listed below with respect to an issuer of exchange-traded notes (hereinafter "ETNs") or the TPEx listed ETNs issued by it:
- The issuer experiences an event referred to in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act.
- Dishonor of a negotiable instrument due to insufficient funds or a notation of settlement subsequent to dishonor of a negotiable instrument, refusal by a financial institution to honor a transaction, or other loss of creditworthiness of the issuer.
- Any litigious or non-litigious matter, administrative disposition, administrative litigation, provisional attachment, provisional injunction, or compulsory execution resulting from business operations or from the execution of job duties by an associated person, and which has a material effect on the financial operations of the issuer; or the chairman or a managerial officer of the issuer violates the Securities and Exchange Act, the Futures Trading Act, the Company Act, the Banking Act, the Insurance Act, the Act Governing Bills Finance Business, the Financial Holding Company Act, or the Business Accounting Act, or is indicted for committing an offense of corruption, malfeasance, fraud, breach of trust, or embezzlement.
- The issuer is involved in material litigation or a material dispute arising from an ETN issued by it.
- The issuer experiences any of the circumstances set out in the subparagraphs of Article 185, paragraph 1 of the Company Act.
- The issuer undergoes reorganization or bankruptcy procedures, and any and all events occurring in the course of such procedures, including any petition made to a court and any notice given or ruling handed down by a court, or any ruling by a court prohibiting transfer of stock, or for precautionary measures, or any material change in any of the above matters.
- There is any appointment (or election) of or change in the issuer’s chairman, general manager, a juristic-person director or supervisor or representative thereof, an independent director, a natural-person director or supervisor, or a member of a functional committee established pursuant to the Securities and Exchange Act, or there have been changes in one-third or more of the directors or supervisors.
- There is a change of the attesting CPAs of the issuer for a reason other than internal adjustment at the accounting firm of the attesting CPAs.
- A resolution of the board of directors of the issuer to suspend or resume business operations.
- A resolution of the board of directors of the issuer to carry out a dissolution, merger or consolidation, demerger, corporate acquisition, or share exchange, conversion, or acquisition; failure by a company participating in a merger, demerger, corporate acquisition, or share acquisition to convene its board of directors and shareholders meetings on the same day and have the resolution passed by them; or inability by a company participating in a merger, demerger, corporate acquisition, or share acquisition to convene a subsequent shareholders meeting, or veto by either side of the proposal for merger, demerger, corporate acquisition, or share acquisition; or resolution of the board of directors to cancel a merger or consolidation during the implementation of the merger or consolidation plan following the initial board resolution in favor of the merger or consolidation.
- The occurrence of any material event of internal control fraud, non arms-length transaction, or defalcation of assets.
- There is a material change in the financial or business operations of the issuer, which has a material effect on the ETN issuance plan.
- Any of the issuer's branches experiences any of the circumstances set forth in subparagraphs 1 to 11, with a material effect on its business.
- The index provider suspends compilation of the underlying index or terminates the index license agreement.
- The occurrence of a material matter with respect to the underlying index of the ETN that has a material effect on investors.
- Early redemption, halting or resumption of subscription, or suspension of subscription, as provided in the ETN issuance plan.
- Matters relating to distribution of dividends from the ETN.
- Change in the content of the filing documents of the ETNs with a material effect on the issuance plan.
- The effective registration of the ETN is voided or revoked by the competent authority.
- Any other matter sufficient to affect the continued operations of the issuer, or to materially affect the rights and interests of the investors of the ETN.
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| Article 3 |
If a circumstance set out in any subparagraph of the preceding article occurs, the issuer shall input the relevant information into the TPEx-designated Internet reporting system on the day of the occurrence or before the beginning of trading hours on the next business day following the day of the media reportage thereof, provided that if a news release is issued before that time, the relevant information shall be input simultaneously with the press release.
If an issuer discovers mass media reportage of a circumstance set forth in any subparagraph of the preceding article or any reportage that diverges from facts, it shall input an explanation of the information into the TPEx-designated Internet reporting system by the next business day following the day of the reportage.
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| Article 4 |
Where the TPEx discovers, or an investor makes an inquiry to the TPEx with supporting documentation attached concerning, any failure by an issuer to publicly disclose any material information required under Article 2 hereof, the TPEx may inquire with the spokesperson or acting spokesperson of the issuer. In that event, the issuer shall input its statement regarding the inquiry into the TPEx-designated Internet reporting system within the deadline set by the TPEx.
"Within the deadline set by the TPEx" in the preceding paragraph means if the issuer receives a TPEx inquiry by fax or telephone by 12:30 p.m. on a given business day, it shall input its statement into the TPEx-designated Internet reporting system before market close on the same day; if the issuer receives a TPEx inquiry by fax or telephone after 12:30 p.m. on a given business day, it shall input its statement into the TPEx-designated Internet reporting system before 5 p.m. on the same day.
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| Article 5 |
To ensure the accuracy and universal availability of information, an issuer may not privately release any information before publicly disclosing the material information.
Material information publicly disclosed by an issuer shall state in detail the facts, causes, and estimated impact of what has occurred, and the measures to be taken in response.
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| Article 6 |
If an issuer, with good cause, is unable to input material information into the TPEx-designated Internet reporting system and instead uses a "Public Disclosure Statement of Material Information by an Issuer of ETNs" (see annexed form) to publicly disclose material information, the TPEx may publicly disclose the material information in accordance with applicable regulations or disclose it through the TPEx information transmission system. The TPEx may also transmit photocopies of the aforesaid Statement to securities brokers for public posting at their places of business, and display it at the TPEx for reference by the public.
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| Article 7 |
If a securities firm violates these Procedures, the TPEx 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 on the issuer, the payment shall be made to the TPEx 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 be publicly announced and enter into force after approval and recordation by the competent authority. Forms annexed to these Procedures, and any amendments thereto, shall enter into force after approval by the president of the TPEx.
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