| Article 1 |
These Procedures are adopted pursuant to Article 48-1 of the Operating Rules of the Taiwan Stock Exchange Corporation (TWSE).
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| Article 2 |
For the purposes of these Procedures, the term "material information" of a listed company refers to the following:
- An event set out in Article 36, paragraph 2, subparagraph 2 of the Securities and Exchange Act.
- Material information whose immediate reporting is required by the laws, regulations, and bylaws of the foreign issuer's home country or its country of listing.
- Any circumstance in regard to the foreign issuer set out in Article 50-3 of the TWSE Operating Rules.
- A change in the foreign issuer's articles of incorporation or an increase or decrease in its capital.
- The issuance of preferred shares or the issuance, maturity, or repurchase of corporate bonds by the foreign issuer, or for corporate bonds convertible to stocks, the 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 foreign issuer.
- Any pledge, lease, sale, or disposal of major operating assets of the foreign issuer.
- A reduction or discontinuation of production of some or all products by the foreign issuer due to a major disaster.
- The pendency or conclusion of a material litigation case or tax disposition case involving the foreign issuer, its custodian institution, depositary receipts, or its agent institution in the ROC, or the commencement of lawful reorganization, bankruptcy, or liquidation proceedings by the foreign issuer.
- Any circumstance under subparagraphs 6 through 9 of this article that materially affects the business or finances of a subsidiary in which the foreign issuer holds more than a 50 percent share or a subsidiary at any level beneath the foreign issuer which it directly or indirectly controls.
- Conduct by a promoter or director of the foreign issuer that, under the law of the foreign issuer's home country, results in joint and several liability for damages with the foreign issuer.
- A decision by a court of the foreign issuer's home country that duly voids or declares invalid a resolution of the foreign issuer's shareholders meeting.
- A change in the laws or regulations of the foreign issuer's home country that materially affects shareholder equity or corporate operations.
- A resolution by the board of directors of the foreign issuer to carry out a merger or consolidation, or spin-off, 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, spin-off, acquisition, or transfer of shares form another, to convene a subsequent shareholders' meeting, or veto by either side of such a proposal; 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.
- Listed foreign stocks, Taiwan Depositary Receipts, or foreign bonds 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 judgment of a court.
- A change in the credit rating assigned to a foreign issuer 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 foreign issuer.
- A report in the domestic or foreign mass media or any information provided by any investor sufficient to affect the price of a listed foreign stock, Taiwan Depositary Receipt, or foreign bond. 19. Change in chairperson, general manager, a juristic-person director or supervisor, an independent director, a financial or accounting officer, an internal audit officer, or a certified public accountant, of a foreign issuing company.
- Termination on its own initiative or otherwise failure by a certified public account of a foreign issuing company to carry out the audit and attest work on the company's financial reports.
- Publication of information by a foreign issuer on its own initiative that has a material effect on shareholders' interest or securities price.
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| Article 3 |
(deleted)
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| Article 4 |
Upon occurrence of any circumstance in Article 2 of these Procedures to a foreign issuer, if such falls within the scope of the laws and regulations of the foreign issuer's home country or country of listing, the foreign issuer shall, within the time limit required by such laws and regulations, simultaneously enter information in the Chinese language into the TWSE-designated information reporting website specifying the reason for occurrence of the given event involving that information, its effect on the company's finances and operations, the estimated monetary amount affected, and the corresponding response measures, and shall in other respects submit regulatory filing within the time limit required by Article 3 of the TWSE Procedures for Verification and Disclosure of Material Information of Listed Companies. In addition, if any securities regulator or stock exchange in the foreign issuer's home country or country of listing arranges for a meeting with the foreign issuer to enquire about a certain matter, and if such has a material effect on its shareholders' interest or securities price, the foreign issuer shall send a copy of the subject matter of the enquiry and its reply to the TWSE in real time. The foreign issuer may have the regulatory filing of material information described above made by its agent within the ROC to the TWSE through Internet connection.
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Attachment 1 Public Statement Concerning Material Information - Form 1
Attachment 2 Public Statement Concerning Material Information - Form 2
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| Article 5 |
If the TWSE discovers, or upon enquiry with the TWSE by an investor submitting supportive materials about, any material information under Article 2 that a foreign issuer has failed to publish, the TWSE may first inquire by fax, telephone, or e-mail with the foreign issuer or its agent in Taiwan, and may, as it deems necessary, prepare a "Public Statement Concerning Material Information" (see Attachment), stating the source and content of the information, and deliver the statement to it requesting it to provide point-by-point explanatory information regarding the content of the enquiry, followed by entering of the information within the time limit required by the TWSE into the TWSE-designated information reporting website. Notwithstanding, if there exists a special circumstance making it impossible to take the action within the time limit required by this paragraph, the time limit for the regulatory filing may be extended upon approval by the TWSE.
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Public Statement Concerning Material Information - Form 3
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| Article 6 |
When discovering any unusual transaction on a foreign security, the TWSE may prepare a "Public Statement Concerning Material Information" and inquire by fax, telephone, or e-mail with the foreign issuer or its agent in Taiwan, and, for the content of the enquiry, the latter shall take action under the preceding article.
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| Article 7 |
To make the Public Statement of Material Information provided by the foreign issuer or its agent in Taiwan available for reference by investors, the TWSE may publicly announce its content in accordance with regulations, make it accessible to the public through its information transmission system, or make disclosure pursuant to the TWSE Rules Governing Implementation of the Stock Market Surveillance System. The TWSE may also forward photocopies to be posted by securities brokers at their places of business or display it at the TWSE Public Relations Offices.
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| Article 8 |
If a foreign issuer violates any provision of these Procedures or arbitrarily publishes unconfirmed news or discloses information that diverges from fact, the TWSE may impose on a case-by-case basis a breach penalty of NT$30,000; provided, however, that if the cumulative number of penalties within one year reaches two or more (inclusive of the current penalty), a breach penalty of NT$50,000 shall be imposed as the current penalty; if the TWSE evaluates the violation as having a material effect on shareholders' interest or securities price, a breach penalty of not more than NT$1 million may be imposed. Where a foreign issuer that is required to make up a disclosure and is notified to do so within two business days from delivery of the notice, still fails to comply by the deadline, a breach penalty of NT$10,000 per day may be imposed until the date of compliance.
If the TWSE has imposed a per day penalty and the foreign issuer still fails to comply by the deadline and the circumstances of the particular case are severe, the TWSE may alter the original trading method of the foreign issuer's listed securities or suspend trading of the securities pursuant to Article 49 and Article 50 of the TWSE Operating Rules.
A foreign issuer on which a breach penalty is imposed shall pay the penalty to the TWSE's Finance Department within five days from receiving notice from the TWSE.
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| Article 9 |
The TWSE may as it deems necessary make inquiries with a foreign issuer or its agent in Taiwan and request that it provide relevant information in accordance with its listing contract, the TWSE Operating Rules, and Articles 4 through 8 of these Procedures.
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| Article 10 |
These Procedures and any subsequent amendments will be implemented after submission to and approval and recordation by the competent authority.
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