| Article 4 |
The term "material information of a TPEx listed company" means the following matters:
- Dishonor of a negotiable instrument due to insufficient deposits or annotation of settlement subsequent to dishonor of a negotiable instrument, refusal by a financial institution to honor a transaction, inability to redeem a bond upon maturity or upon the request of the creditor, or other loss of credit of a TPEx listed company or a responsible person, parent, or subsidiary thereof, or a significant change in shareholding of the parent; or any alteration of trading method, suspension of trading, delisting from the TPEx, or restoration to the original conditions with respect to the stock of a TPEx listed company as per public announcement made pursuant to the TPEx Rules Governing Securities Trading on the TPEx (the "TPEx Trading Rules").
- Any material effect on company finances or business resulting from any litigious or non-litigious matter, administrative disposition, contentious administrative procedure, provisional attachment, provisional injunction, or compulsory execution, with respect to a TPEx listed company or a responsible person thereof; or violation of the provisions of 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 by, or indictment for a crime of corruption, malfeasance in office, fraud, breach of trust, or misappropriation against, the chairperson or a managerial officer of the company.
- Any effect on company operations resulting from a serious decrease in production or a complete or partial suspension of work, leasing out the company's plant or principal equipment, or a pledge or mortgage of all or a principal portion of a company's assets.
- Any event set forth in Article 185, paragraph 1 of the Company Act.
- Reorganization or bankruptcy procedure of a TPEx listed company or parent or subsidiary thereof, and any and all events occurring in the course of such procedure, including any petition made to a court and any notice given or ruling handed down by a court, or any ruling prohibiting transfer of shares or any precautionary measure ordered by a court under relevant laws such as the Company Act or the Bankruptcy Act, or any material change in any of the above matters.
- There is any appointment (or election) of or change in chairperson, general manager, a juristic-person director or supervisor or representative thereof, an independent director, a natural-person director or supervisor, or a member of the functional committee established pursuant to the Securities and Exchange Act, or there have been changes in one-third or more of the directors, or the departure of all the independent directors from office, or in the case of a TPEx primary listed company, where the number of its board members or independent directors with a household registration in Taiwan fails to meet the requirements set out in paragraph 2 of Article 14 of the Operation Directions for the Administration of TPEx primary Listed Companies.
- Change of certified public accountant (CPA) for any reason other than internal adjustments within the attesting accounting firm, or in the case of a TPEx primary listed company, termination or change of the mandated lead recommending securities firm during the duration of the mandate contract entered into between a TPEx primary listed company and the lead recommending securities firm.
- Any change in company personnel, including company spokesperson, acting spokesperson, important operations officer (e.g., chief executive officer, chief operations officer, chief marketing officer, or chief strategy officer, and any positions of equivalent rank) chief financial officer, chief corporate governance officer, chief information security officer, chief accounting officer, chief research and development officer, or chief internal audit officer, or, in the case of a TPEx primary listed company, the litigious and non-litigious agent.
- Change in accounting year, or any accounting change resolved upon by the board of directors that is required to be submitted for the competent authority's approval and publicly announced and filed in accordance with the applicable regulations governing the preparation of financial reports adopted by the competent authority for the relevant industry, or any non-approval by the competent authority of any application made to the competent authority for an accounting change.
- Any material effect on company finances or business resulting from any signing, amendment, termination, or rescission of an important memorandum of understanding, a plan for a strategic alliance or other business cooperation, mutual non-competition commitment, or an important contract, change in any material respect of a business plan, completion of development of a new product, or successful development and formal entry into the mass production stage of a test product, or any major progress on the development of a new product or new technology.
- Resolution by the board of directors to carry out a capital reduction, merger or consolidation, demerger, acquisition, exchange, conversion, or transfer of shares, dissolution, issue of new stock for capital increase, record date of capital reduction or cash capital increase, issue of corporate bonds, issue of employee stock option certificates, issue of restricted stock for employees, issue of other securities, private placement of securities, change of par value per share, participation in the establishment of or conversion into a financial holding company, investment holding company, or subsidiary thereof, or any material change in any of the above matters; failure by companies participating in a merger, consolidation, demerger, acquisition, or transfer of shares from another, to convene on the same day and pass resolutions by their boards of directors or shareholders meetings, or inability for any reason to convene a subsequent shareholders meeting of a company participating in a merger, consolidation, demerger, acquisition, or transfer of shares from others, or veto by either side of the proposal for merger, consolidation, demerger, acquisition, or transfer of shares from others; 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 date, time, place, and relevant information of an institutional investor conference or conference of the same nature convened by the company or the company is invited to attend, or financial or business information published by the company by any other means that has not yet been input into the Market Observation Post System (MOPS).
- Resolution by the board of directors to publish financial forecast information, inapplicability of such financial forecast information, or correction or updating of such financial forecast information, or a difference arising from any of the following circumstances, by a company that has published financial forecasts, is 20 percent or more, and the sum involved reaches NT$30 million and 0.5 percent of paid-in capital:
- The difference between the self-assessed (unaudited) comprehensive income as publicly disclosed and filed within 1 month after the close of the fiscal year and the forecasted comprehensive income as most recently publicly disclosed and filed.
- The difference between the actual comprehensive income stated in the publicly disclosed and filed annual financial report and the forecasted comprehensive income.
- The difference between the actual comprehensive income stated in the publicly disclosed and filed annual financial report and the self-assessed (unaudited) comprehensive income as publicly disclosed and filed within 1 month after the close of the fiscal year.
In the case of shares having no par value or a par value other than NT$10, for the calculation of the aforesaid 0.5 percent of paid-in capital under the forepart of this paragraph, 0.25 percent of net worth shall be substituted.
- Resolution by the board of directors to distribute or not to distribute dividends or a change in dividend distributions by a resolution of the board of directors or a shareholders meeting, or resolution of a record date for dividend distribution, or change of date of distribution of cash dividends after an ex-dividend announcement, or failure to distribute cash dividends by the date set for distribution of the cash dividends.
- Resolution by the board of directors or a shareholders meeting to directly or indirectly carry out an investment plan of an amount not less than 20 percent of the company's paid-in capital and NT$100 million, or any material change in any of the above matters. In the case of shares having no par value or a par value other than NT$10, for the calculation of the aforesaid 20 percent of paid-in capital, 10 percent of net worth shall be substituted.
- Any change, by a subsequent resolution of the board of directors, in an effectively registered plan for capital increase by cash or offering of corporate bonds, in a plan for a takedown issue under a shelf registration, or in a plan for private placement of securities passed by the board of directors or a shareholders meeting.
- The date for convening of a regular shareholders meeting or special shareholders meeting as resolved by the board of directors or as notified by a person with the power to convene the meeting, the method for convening of the meeting, the cause or subjects of such a meeting, or the date of suspension of changes to entries in the shareholders' register.
- Important resolution of a regular shareholders meeting or special shareholders meeting.
- Occurrence of a material event of internal control-related fraud, non arms-length transaction, defalcation of company assets, or otherwise; or a search of the company is conducted under the law; or the chairperson or general manager is detained or is wanted under an arrest warrant.
- Where any of the following provisions is met:
- A TPEx listed company, or a subsidiary whose shares have not been publicly issued domestically, acquires or disposes of assets within the scope of Article 3 of the Regulations Governing Acquisition or Disposal of Assets by Public Companies adopted by the Competent Authority, and under the circumstances of Article 31 or 32 of those Regulations that require public disclosure and filing, provided that this condition will not apply to the following:
- The company has carried out a merger, consolidation, demerger, acquisition, or transfer of shares from another pursuant to subparagraph 11 of this paragraph.
- The company has publicly announced the acquisition or disposal of privately placed securities pursuant to subparagraph 24 of this paragraph.
- The information is information on derivatives trading that is to be filed by the 10th of each month.
- The assets acquired or disposed of are publicly offered open-ended funds of any kind or are financial planning products issued by a commercial bank that mature within 3 months and have principal protection.
- Where any unrealized losses on derivatives trading by a TPEx listed company amount to 3 percent or more of its net worth.
- Resolution by the board of directors (or a shareholders meeting) to permit a managerial officer (or a director) to engage in competitive conduct, or knowledge by a company that a managerial officer is operating business of the same kind independently or on behalf of another, or that a director is engaging in an activity within the company's scope of business independently or on behalf of another, where the investment or business activity that the managerial officer or director engaged in is a Mainland-area enterprise, and where there has been any failure to duly obtain permission from the board of directors (or a shareholders meeting), or any material change in any of the above matters.
- Any endorsements or guarantees that the TPEx listed company is required to publicly disclose and file under Article 25 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
- Any monetary loans to other persons that the TPEx listed company is required to publicly disclose and file under Article 22 of the Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies.
- Acquisition or disposal of privately placed securities by a TPEx listed company or a subsidiary thereof.
- Suspension of business transactions between a TPEx listed company and a principal purchaser or supplier, where such purchaser or supplier accounted for 10 percent or more of the company's total amount of sales or purchases as stated in the parent only (or individual) financial report for the most recent fiscal year.
- Occurrence of a disaster, group protest, strike, environmental pollution event, cyber security event, or any other material event, leading to any of the following situations:
- Where it causes material damage or impact to the company.
- Where a relevant authority orders suspension of work, suspension of business, termination of business, or revokes or voids a permit related to the pollution.
- Where administrative fines cumulatively reach NT$1 million or more for a single event.
- Revocation by the competent authority of the permit of a financial holding company or of a TPEx listed company defined as a bank or a securities, futures, or insurance company under Article 2 of the Organic Act Governing the Establishment of the Financial Supervisory Commission, or imposition by the competent authority of a disposition for violation of the Financial Holding Company Act, Banking Act, Insurance Act, Act Governing Bills Finance Business, or laws or regulations relating to securities and futures. However, this shall not apply if the disposition is of the type requiring rectification, or improvement within a prescribed time limit, and there is no material impact on the finances or business of the company.
- Finalization of negotiation results of a negotiation meeting called between the company and a creditor bank.
- Dishonor of a negotiable instrument, filing for bankruptcy or reorganization, or any other similar circumstance, with respect to a related party of a company, or to a principal debtor of the company or a joint and several guarantor of a principal debtor; or inability by a principal debtor, in favor of whom the company has made an endorsement or guarantee, to settle a matured negotiable instrument, loan, or other obligation.
- Any re-filing and public disclosure of the regular annually filed internal control system statement of a TPEx listed company due to any change in the content thereof; or obtaining of an Internal Control Special Audit Report issued by a CPA.
- Failure by a TPEx listed company to publicly disclose and file a financial report within a prescribed time limit; an error or omission in a financial report prepared by a TPEx listed company, with respect to which Article 6 of the Enforcement Rules to the Securities and Exchange Act requires a correction to or a restatement of the financial report; the attesting CPA issues an audit report or review report indicating substantial uncertainty about the company’s ability to continue as a going concern, or issues an audit report containing an opinion other than an unqualified opinion, or a review report containing a conclusion other than an unqualified conclusion, on a publicly disclosed and filed financial report, except in cases where the CPA issues an audit report with a qualified opinion or review report with a qualified conclusion for a reason permitted by a law or regulation of the competent authority, or for the reason that the amount of investment by a non-major subsidiary or of investment accounted for using the equity method, and the gain or loss thereupon, as presented in the interim financial report is calculated on the basis of the investee company's financial report that has not been audited or reviewed by a CPA. However, if the above-mentioned non-major subsidiary is a subsidiary of a financial holding company, the subsidiary's interim financial reports shall be audited or reviewed by a CPA in accordance with applicable laws and regulations.
- Occurrence of a circumstance listed below at the TPEx listed company; however, this shall not apply with respect to the filings that the TPEx listed company shall make on behalf of others under Article 7, paragraph 2, 3, or 5:
- Submission of the financial report to the board of directors or resolution on the financial report by the board of directors; however, this shall not apply if material information has already been published under item B of this subparagraph and the content is consistent.
- Unaudited financial information for the fiscal year passed by the board of directors, as set out in Article 3-7 of the Taipei Exchange Rules Governing Information Reporting by Companies with TPEx Listed Securities.
- Issuance of notice, under Article 3, paragraph 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies, of the calling of a board of directors meeting in connection with item A or item B of this subparagraph; or any change in any above matter.
- Insufficient centralized custody ratio after a TPEx listed company has placed stocks in centralized custody pursuant to regulations and prior to expiry of the custody period, as the result of withdrawal of any such stock, due to a court execution order or some other reason.
- Occurrence of any of the changes in shareholding set forth in Article 369-8, paragraphs 1 and 2 of Taiwan's Company Act and receipt of notice of the same.
- A provisional injunction ruling or emergency disposition suspending one of the directors or supervisors from the exercise of powers, or a provisional injunction ruling or emergency disposition suspending a director from the exercise of powers, making it impossible for the board of directors to exercise its powers.
- Any matter required to be publicly disclosed and filed by the Regulations Governing Share Repurchase by TWSE Listed and TPEx Listed Companies.
- Occurrence of any of the following matters to the TPEx listed company due to capital reduction or change of par value per share:
- Completion of capital amendment registration.
- Passage of a plan for share replacement operations.
- Any subsequent failure to execute such share replacement plan.
- At the time of announcement of the financial report, the listing procedures for the new shares replacing the old ones due to the capital reduction or change of par value per share have yet to be completed, resulting in a discrepancy between the number of common shares used as the calculation basis for net worth per share in the financial statement and the number of outstanding shares.
- If the TPEx listed company is required to carry out share replacement operations due to a capital reduction, and the transferee company of the demerger is neither a TWSE listed nor a TPEx listed company, then 3 business days before the date on which trading resumes, public disclosure and filing shall be made of the following information for the demerged company and the transferee company of the demerger for the day prior to the record date of the demerger: the unaudited or CPA-assured share capital, net worth, and net worth per share, and the CPA-attested (or reviewed) earnings per share for the most recent period.
- Issuance of an undertaking by a company applying for TPEx listing for the first time and subsequent inability to perform the undertaking; failure to carry out remedial procedures within 3 months after the day of the aforesaid occurrence.
- Any matter required to be publicly disclosed and filed pursuant to the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company, or receipt of information relating to any notification of tender offer, such as a public tender offer report form, public tender off prospectus, or related documentation filed and publicly disclosed by an offeror.
- (Deleted)
- The TPEx announces halt or resumption of trading according to these Procedures.
- Increase or decrease in the number of companies held by an investment holding company.
- Resolution by the board of directors or a shareholders meeting of a TPEx listed company to apply for termination of TPEx trading of its securities, or any material change in such a matter.
- Procedures for a donation to a related party or a major donation to a non-related party pursuant to the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
- Any expression of objection or reservation, by a member of the audit committee or the Remuneration Committee about a resolution by such committee meeting, or by an independent director about a resolution by the board of directors, of which there is a record or a written statement; if the TPEx listed company has established an audit committee, any matter that is adopted with the approval of two-thirds or more of all directors without having been passed by the audit committee; any remuneration passed by the board of directors that is more favorable than that recommended by the Remuneration Committee.
- Forfeiture by the directors and supervisors as a whole of subscription rights to shares in a number reaching one-half or more of subscribable shares upon cash capital increase of a TPEx listed company, and opening of the shares for subscription by a specific person or persons through negotiation.
- Where a TPEx listed company holds more than 70 percent of the total issued shares or paid-in capital of a TWSE listed (or TPEx listed) subsidiary thereof; or where 70 percent of the total issued shares or paid-in capital of a TPEx listed company is held by another TWSE listed (or TPEx listed) company.
- Withdrawal by a TPEx listed company on its own initiative for any reason an application it has submitted for conversion of its stock to listed trading.
- If a TPEx listed company issues securities overseas, the making of any adjustment for differences in the overseas financial report due to inconsistency in the accounting principles applied in the two places with respect to financial information filed for any period in the place of overseas listing; or if the financial report of a TPEx primary listed company is not prepared according to the generally accepted accounting principles (GAAP) endorsed by the competent authority, the differences in items between the accounting principles employed and the GAAP and the monetary amounts affected thereby, and the attesting CPA's opinions on the above-mentioned items.
- Any of the circumstances set out in Article 15-26 of the TPEx Trading Rules.
- The TPEx listed company has failed to prepare the annual report in accordance with the provisions of the Regulations Governing Information to be Published in Annual Reports of Public Companies, and has been requested by a letter of the TPEx to make supplementations or corrections.
- The TPEx listed company is reducing the percentage of its direct or indirect shareholding in (or capital contribution to) a major subsidiary, and within 3 years the cumulative reduction will reach 10 percent or more or the TPEx listed company will lose its control over the subsidiary, as set out in Article 8-1 of the TPEx Trading Rules, or the circumstance set out in Article 8-2, paragraph 7 of the TPEx Trading Rules applies to the TPEx listed company.
- Where a board of directors meeting or shareholders meeting is called under Article 8-2 of the TPEx Trading Rules, the content of the resolution on the relevant matters at the meeting; or, with respect to a subsidiary's listing for trading on an overseas securities market, any of the following matters:
- It submits an application to be listed for trading.
- It learns the results of the review of the application under the preceding item.
- Where the listing for trading has been approved, the content of any public disclosures made on the overseas securities market by the TPEx listed company or the subsidiary after and due to issuance of an undertaking.
- Any other major policy resolution of the board of directors or other matter having a material effect on the shareholders' equity or securities prices of a TPEx listed company.
If dishonor of negotiable instruments due to insufficient deposits referred to in subparagraph 1 of the preceding paragraph has occurred, the date of dishonor, number, monetary amount, and correspondent bank(s) of any dishonored negotiable instrument(s) not yet annotated as settled as of the end of the preceding month, cash budget statement for the current month, and status of execution of the cash budget statement for the preceding month shall be input by the tenth day of each month until remediation has been carried out. If there is inability to redeem an issued matured bond, the monetary amount and quantity unredeemed and status of negotiations with creditors as of the end of the preceding month, cash budget statement for the current month, and status of execution of the cash budget statement for the preceding month shall be input by the tenth day of each month until redemption has been completed in full.
With respect to a resolution by the board of directors to carry out a merger or consolidation, demerger, acquisition, or transfer of shares as referred to in paragraph 1, subparagraph 11, if the counterparty is a foreign company, the TPEx listed company shall promptly, completely, and accurately input information related to the resolution for, process of, and method of the merger or consolidation, acquisition, or transfer of shares, of the foreign business.
Under the circumstances in paragraph 1, subparagraph 32, the TPEx listed company shall, by the day next following the expiry of the time limit of which the company is notified by letter of the TPEx for replacing shares withdrawn from custody, input the amount of shares replaced and date of replacement.
|
| Article 5 |
The term "material information of a TPEx secondary listed company" means the following matters:
- Any circumstance set out in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act.
- Any material information the TPEx secondary listed company is required to file simultaneously under the laws, regulations, and rules of the home country or country of listing.
- Any circumstance in regard to the TPEx secondary listed company set out in Article 12-6 of the TPEx Trading Rules.
- A change in the TPEx secondary listed company's articles of incorporation or an increase or decrease in its capital.
- Any issuance, maturity, or repurchase of preferred shares or corporate bonds of the TPEx secondary listed company, or with respect to corporate bonds convertible to shares, any allotment of shares in accordance with company rules.
- A change in the principal business activity, the custodian institution, or the depository institution in the ROC, of the TPEx secondary listed company.
- Any pledge, lease, sale, or retirement of major operating assets of the TPEx secondary listed company.
- A reduction or discontinuation of production of some or all products by the TPEx secondary listed company due to a major disaster.
- The pendency or conclusion of a material litigation case or tax disposition case involving the TPEx secondary listed company or its authorized agent institution, depository institution, or custodian institution in the ROC, or the commencement of lawful reorganization, bankruptcy, or liquidation proceedings by the TPEx secondary listed company.
- Occurrence of any circumstance under subparagraphs 6 through 9 of this paragraph to a subsidiary in which the TPEx secondary listed company holds shares of more than 50 percent or an affiliated subsidiary at any level under and controlled, directly or indirectly, by the TPEx secondary listed company, that has a material effect on its finances or business.
- Conduct by a promoter or director of the TPEx secondary listed company that, under the law of its home country, results in joint and several liability for damages together with the TPEx secondary listed company.
- A decision by a court of the TPEx secondary listed company's home country that lawfully voids or declares invalid a shareholders meeting resolution of the TPEx secondary listed company.
- A change in the laws, regulations, or rules of the TPEx secondary listed company's home country that materially affects shareholders' equity or corporate operations.
- A resolution by the board of directors of the TPEx secondary listed company to carry out a merger or consolidation, or demerger, or acquisition, or exchange or transfer of shares to or from another, or dissolution, or any material change in any of the above matters; failure for any reason by a company participating in a merger or consolidation, demerger, acquisition, or transfer of shares from another, to convene a subsequent shareholders meeting, or veto by either side of such a proposal; a 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; or a resolution by the board of directors of the TPEx secondary listed company to carry out a demerger or distribution of dividends, causing the holders of its issued TDRs to acquire shares of another company for free.
- The TPEx traded foreign stock or TDRs are reported lost, subject to a judgment of exclusion, or subject to attachment or provisional attachment by order of a court, or their holder is declared bankrupt by ruling of a court, which is sufficient to affect the market situation of the relevant TPEx traded securities.
- A change in the rating assigned to the TPEx secondary listed company or its issued securities by a credit rating agency.
- A change in, or a change in the plan for, a private placement of securities by the TPEx secondary listed company.
- A report in the domestic or foreign mass media or any information provided by any investor sufficient to affect the market situation of the relevant TPEx traded foreign stock, TDRs, foreign straight bonds, foreign convertible corporate bonds, or foreign corporate bonds with warrants.
- Any change in chairperson, general manager, juristic-person director or supervisor, independent director, chief financial or accounting officer, chief internal audit officer, attesting CPA, CPA for secondary review, or agent for litigious and non-litigious matters, of the TPEx secondary listed company.
- Termination on its own initiative or otherwise failure by a certified public account of the TPEx secondary listed company to carry out the audit and attest work on the company's financial reports.
- Any amendment to the depositary agreement signed between the TPEx secondary listed company and the depository institution that has a material effect on shareholders' equity.
- The TPEx secondary listed company resolves to repurchase TDRs, the repurchase period expires or the repurchase is completely executed, or the repurchased TDRs have cumulatively reached 2 percent of the total number of the already issued TDRs or the number of outstanding units does not exceed 6 million units.
- The date, time, place, and relevant information of an institutional investor conference or conference of the same nature convened by the TPEx secondary listed company or the company is invited to attend, or financial or business information published by the company by any other means that has not yet been input into the MOPS.
- Inability by the TPEx secondary listed company to punctually pay for foreign straight bonds, foreign convertible corporate bonds, or foreign corporate bonds with warrants that have matured or that creditors have requested it to redeem.
- Failure by the TPEx secondary listed company to file the financial report by the deadline under the regulations of the original place of listing; the attesting CPA issues an audit report or review report indicating substantial uncertainty about the company’s ability to continue as a going concern, or issues an audit report containing an opinion other than an unqualified opinion, or a review report containing a conclusion other than an unqualified conclusion, on a publicly disclosed and filed financial report, except in cases where the CPA issues an audit report with a qualified opinion or review report with a qualified conclusion for a reason permitted by a law or regulation of the place of original listing, or for the reason that the amount of investment by a non-major subsidiary or of investment accounted for using the equity method, and the gain or loss thereupon, as presented in the interim financial report is calculated on the basis of the investee company's financial report that has not been audited or reviewed by a CPA.
- Publication of information by the TPEx secondary listed company on its own initiative that has a material effect on shareholders' equity or securities price.
Documents or materials submitted by a TPEx secondary listed company to a securities supervisory authority or securities exchange of the country of its original listing shall simultaneously be submitted to the TPEx.
A TPEx secondary listed company may engage its agent in the ROC to conduct the filing of material information with the TPEx via the Internet.
A TPEx secondary listed company to which the circumstance set out in paragraph 1, subparagraph 24 applies shall, by the tenth day of each month, input the monetary amount and quantity unredeemed and the status of negotiations with creditors as of the end of the preceding month, the cash budget statement for the current month, and the status of execution of the cash budget statement for the preceding month, until redemption has been completed in full.
|
| Article 6 |
A TPEx listed company shall input the content or explanations of the material information into the information filing website designated by the TPEx within the filing time limits set forth in the following subparagraphs:
- When any circumstance set forth in the subparagraphs of Article 4, paragraph 1 exists, the material information shall be input 2 hours before the commencement of trading hours of the trading day next following the date of occurrence of the event, with the exception of subparagraph 40, for which the material information shall be input within 1 hour after receiving notice from the TPEx. However, if a press release is issued earlier, the information shall be input simultaneously.
- If the TPEx listed company or TPEx primary listed company discovers mass media reportage of any circumstance set forth in the subparagraphs of Article 4, paragraph 1 or reportage sufficient to affect the market price of its listed securities, or any reportage that diverges from facts, the company shall immediately input the explanation of the material information no later than 2 hours after the discovery.
- When any circumstance set forth in the subparagraphs of Article 11, paragraph 1 exists, the company shall input the content of such event on the date of occurrence of the event or the same day as the media reportage, and no later than 2 hour after the press conference, except for the circumstance set forth in paragraph 1, subparagraph 7 of that article, in which cases the company shall input the content of such event at the time of convening the press conference or within 2 hours after the conference.
The date of occurrence of the event referred to in subparagraph 1 of the preceding paragraph means the date of agreement, date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a resolution of the board of directors or a committee established thereby, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; however, for any investment requiring the approval of the competent authority, the earliest of the above dates or the date of receipt of approval from the competent authority shall apply.
The filing time limits in the subparagraphs of paragraph 1 shall be based on Taiwan time, and the filing shall be made in Chinese, provided that the filing may also be simultaneously disclosed in English. In addition, where foreign laws or regulations impose time constraints concerning material information that a TPEx listed company is required to file on behalf of a foreign enterprise under these Procedures, it may accommodate the time constraints on the foreign enterprise and make the disclosure simultaneously therewith. A TPEx primary listed company may hire a litigious and non-litigious agent to handle the filing of material information.
Where a TPEx listed company has issued securities outside of Taiwan, if any circumstance set out in Article 4, paragraph 1 applies to the company during the duration of those securities, the company shall simultaneously input the content or explanations of the information in English into the TPEx-designated information filing website. Also, if it experiences any material event that requires immediate filing under the government laws and regulations of the country where the securities are listed or the company is registered, or other securities exchange market rules, it shall simultaneously input such information into the TPEx-designated information filing website, and if it receives any written enquiry from a securities regulatory agency or securities exchange of the country where the securities are listed or the company is registered with respect to any matter that has a material effect on shareholders' equity or the price of securities, it shall immediately forward a copy of the content of the written enquiry and any response thereto to the TPEx.
Where the paid-in capital of a TPEx listed company as of the closing date of the most recent fiscal year, or the aggregate percentage of shares held by foreign investors and mainland Chinese investors in a TPEx listed company as recorded in the company's shareholders register as of the time of convening the most recent regular shareholders meeting, reaches a certain criteria, if any circumstance set out in Article 4, paragraph 1 applies to the company, the company shall simultaneously input the content or explanations of the information in English into the TPEx-designated information filing website.
The requirement of the preceding paragraph shall apply according to the following time schedule and criteria:
- Starting from July 2020, where the company's paid-in capital as of the closing date of the most recent fiscal year reaches NT$15 billion or more.
- Starting from 2021, where the company's paid-in capital as of the closing date of the most recent fiscal year reaches NT$10 billion or more, or the aggregate percentage of shares held by foreign investors and mainland Chinese investors in the company as recorded in its shareholders register as of the time of convening the regular shareholders meeting in the most recent fiscal year reaches 30 percent or more.
- Starting from 2022, where the company's paid-in capital as of the closing date of the most recent fiscal year reaches NT$2 billion or more.
- Starting from 2024, where the company's paid-in capital as of the closing date of the most recent fiscal year reaches NT$600 million or more.
A TPEx secondary listed company to which any circumstance in Article 5 applies shall file a regulatory report within the time limits set forth in paragraphs 1 to 4, except that a circumstance under Article 5, paragraph 1, subparagraph 18 shall be handled by no later than the date of discovery of the circumstance, and as promptly as possible within the time period permitted for the filing of material information under the laws or regulations of the secondary listed company's home country or country of listing.
If a circumstance under the preceding paragraph falls within the scope of the laws and regulations of its home country or country of listing, the TPEx secondary listed company shall, within the time limit required by such laws and regulations, simultaneously enter the content or explanation of the information in the Chinese language into the TPEx-designated information filing website.
When a TPEx secondary listed company receives a written enquiry from a securities regulatory agency or securities exchange of its home country or country of listing with respect to any matter that has a material effect on its shareholders' equity or securities price, it shall simultaneously forward a copy of the content of the written enquiry and any response thereto to the TPEx.
|
| Article 7 |
When any circumstance set forth in the subparagraphs of Article 4, paragraph 1 requires filing by a subsidiary, the TPEx listed company shall file on behalf of any of its subsidiaries that is neither TWSE listed, nor TPEx listed, nor registered as an emerging stock company.
When any of the circumstances under Article 4, paragraph 1 applies to a TPEx listed company's major subsidiary that is neither TWSE listed, nor TPEx listed, nor registered as an emerging stock company, it shall be deemed material information of the TPEx listed company, and shall be filed by the TPEx listed company on behalf of the major subsidiary.
If the TPEx listed company is an investment holding company or financial holding company, in addition to filing material information on behalf of its major subsidiaries, it shall duly file material information of the following subsidiaries on their behalf:
- The investment holding company's subsidiary is neither TWSE-listed, nor TPEx-listed, nor registered as an emerging stock company, and has net worth accounting for 2 percent or more of the net worth of the investment holding company stated in the consolidated financial report for the most recent period.
- The terms "bank," "insurance," "securities," "futures," or "bills" occurs in the name of the financial holding company's subsidiary, or the subsidiary's net worth accounts for 2 percent or more of the net worth of the financial holding company stated in the consolidated financial report for the most recent period.
When the combined dollar amount of investment by the TPEx listed company and its subsidiaries in any single enterprise exceeds 10 percent of the net worth of the TPEx listed company, if that invested single enterprise is not a domestic public company, and there occurs any event under Article 7, subparagraphs 1 to 8 of the Securities and Exchange Act Enforcement Rules, the TPEx listed company shall file on the enterprise's behalf 2 hours before the opening of trading hours on the business day next following the day it learns of the occurrence of an aforesaid event or of the media reportage of the event.
If a TPEx listed company is a subsidiary in a parent-subsidiary relationship, and any of the circumstances under Article 2, paragraph 1 applies to the parent when the parent is neither TWSE-listed, nor TPEx-listed, nor registered as an emerging stock company, it shall be deemed material information of the TPEx listed company. If the parent is a foreign company, the TPEx listed subsidiary shall file on its behalf any of the particulars set forth in the following subparagraphs 2 hours before the opening of trading hours on the business day following the day it learns of the occurrence or on which the media report the event with respect to the parent:
- Material change in shareholder equity.
- Material change in business operation policy.
- Significant disaster resulting in serious reduction or complete cessation of production.
- Substantial effect on shareholders' equity or company operations resulting from a change in laws, regulations, or rules of the home country.
- Mass media reportage about the parent sufficient to affect securities prices of a TWSE listed or TPEx listed company in Taiwan.
- Occurrence of any other material event that is required to be immediately filed pursuant to law or regulation of the foreign company's home country.
|
| Article 8 |
A TPEx listed company shall comply with the following particulars in connection with any institutional investor conference or conference of the same nature:
- Except under one of the following circumstances, the company may not hold or attend a conference during TPEx trading hours:
- A conference is held during TPEx trading hours as a result of a time difference.
- The company attends by invitation.
- Other circumstances for which the company has made an application and the TPEx considers to be necessary circumstances.
- At the latest, one day prior to the date of convening or one day prior to the date of attending of the conference, the company shall issue a material information disclosure and announce relevant information such as the date, time, and place.
- Filing of information disclosed in a conference under this paragraph shall be done in compliance with Article 3, paragraph 2, subparagraph 14 of the TPEx Rules Governing Information Reporting by Companies with TPEx-listed Securities.
- The financial and business information disclosed in the conference may not go beyond the scope of the information filed under the preceding subparagraph.
A domestic TPEx listed company shall hold, or attend by invitation, at least one institutional investor conference in the ROC every three years. However, if the TPEx listed company's paid-in capital as of the closing date of the most recent fiscal year reaches NT$600 million or more, or it belongs to the cultural and creative industry, the agricultural technology industry, or the biotechnology and medical care industry, or if it applied for TPEx listing as a technology enterprise, it shall hold, or attend by invitation, at least one institutional investor conference in the ROC every year.
A TPEx primary listed company shall hold, or attend by invitation, at least one institutional investor conference in the ROC every year.
A TPEx secondary listed company shall comply with the following particulars in connection with an institutional investor conference or conference of the same nature:
- At the latest, 1 day prior to the date of convening or 1 day prior to the date of attending of the conference the company shall issue a material information disclosure and announce relevant information such as the date, time, and place.
- Filing of information disclosed in a conference under this paragraph shall be done in compliance with Article 3-5, paragraph 2, subparagraph 11 of the TPEx Rules Governing Information Reporting by Companies with TPEx-listed Securities.
- The financial and business information disclosed in the conference may not go beyond the scope of the information filed under the preceding subparagraph.
|
| Article 9 |
When the TPEx discovers that a TPEx listed company under Article 4, or a TPEx secondary listed company under Article 5, fails to publish the material information, or the content of the material information it publishes is incomplete, the TPEx may, when it deems necessary, make inquiries by facsimile, telephone, or e-mail of the spokesperson or acting spokesperson of the aforementioned company, the agent for litigious and non-litigious matters of the TPEx primary listed company, or the agent of the TPEx secondary listed company in Taiwan, who shall provide item-by-item explanations in response to the inquiries, and furthermore shall input them into the TPEx-designated information filing website within the time limit prescribed in the following subparagraphs. This provision, however, shall not apply if, for any reasons not attributable to the company, the listed or secondary listed company is unable to duly do so within the prescribed time limits, and the company has obtained approval of an extension from the TPEx:
- If the company receives the inquiry from the TPEx before 5 p.m. on a given trading day, it shall immediately input the explanations of the material information, no later than 2 hours after receiving the notice.
- If the company receives the inquiry from the TPEx at or after 5 p.m. on a given trading day, or on a weekend day or holiday, it shall immediately input the explanations of the material information, no later than two hours before the commencement of the trading hours of the following trading day.
- In the event of an emergency or any other material event, it shall input the explanation within the deadline designated by the TPEx.
An investor may make a written inquiry to the TPEx, with supporting documentation attached thereto, concerning any failure by a TPEx listed company to duly publish material information, and the TPEx may use the original inquiry or an abstract thereof to make inquiries of the company during regular business hours.
|
| Article 10 |
When the TPEx discovers any irregularity in securities trading pursuant to the Regulations Governing Implementation of the Market Surveillance System for Securities Traded on the TPEx, it may complete a Public Statement Concerning Material Information - Form (1) (Table1), and make inquiries by facsimile, telephone, or email of the spokesperson or acting spokesperson of the relevant company, the agent for litigious and non-litigious matters of the TPEx primary listed company, or the agent of the TPEx secondary listed company in Taiwan. The relevant company shall comply with the procedures set forth in paragraph 1 of the preceding article with respect to the content of the inquiry.
If a TPEx listed company or TPEx secondary listed company or its agent in Taiwan is for any other reason unable to input material information into the TPEx-designated information filing website, and publishes the material information through the Public Statement Concerning Material Information - Form (2) (Table 2), the TPEx may publicly announce the information pursuant to regulations, or disclose it generally through the TPEx's information transmission system, or take other measures pursuant to the TPEx Rules Governing Implementation of the Taipei Exchange Monitoring System, and may forward photocopies to all TPEx securities firms to publicly post at their places of business and display them in the TPEx reading room for reference by the investor public.
|