| Article 2 |
"Material information" of GTSM listed companies in these Procedures means the following matters:
1.Dishonor of a negotiable instrument due to insufficient deposits and notation of settlement subsequent to dishonor of a negotiable instrument, refusal of a financial institution to honor a transaction, inability to redeem a bond upon maturity or upon the request of the creditor, other loss of credit of a GTSM listed company or a responsible person, parent company, or subsidiary thereof, or a significant change in shareholding of the parent company, or, after dishonor of a negotiable instrument of a GTSM listed company due to insufficient deposits or refusal of a financial institution to honor a transaction of a GTSM listed company, any alteration of trading method, suspension of trading, or delisting of the stock thereof, and the status of any application to restore the original conditions.
2.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 GTSM listed company or a responsible person thereof; or violation of the provisions of the Securities and Exchange Act, the Company Act, the Banking Act, 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.
3.Any material effect on company finances or business resulting from any serious decrease in output or complete or partial suspension of work, leasing out of a company plant or principal equipment, or pledge or mortgage of all or a principal portion of a company's assets.
4.Any event set forth in paragraph 1 of Article 185 of the Company Act.
5.Reorganization or bankruptcy procedure of a GTSM 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.
6.Appointment (or election) of or change in chairman, general manager, a juristic-person director or representative thereof, a juristic-person supervisor or representative thereof, an independent director, a natural person director, a natural person supervisor, or a member of the functional committee established pursuant to the Securities and Exchange Act, or change in one-third or more of directors, departure of all independent directors from office, or where in the case of a GTSM primary listed company there is no independent director with a registered household address in the Republic of China.
7.Change of certified public accountant (CPA) for any reason other than internal adjustments within the certifying accounting firm.
8.Change of company spokesperson, acting spokesperson, financial officer, accounting officer, research and development officer, internal audit officer, or litigious and non-litigious agent of the GTSM primary listed company.
9.Change in accounting year.
10.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 full-scale production stage of an experimental product.
11.Resolution by the board of directors to carry out a capital reduction, merger or consolidation, spin-off, 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, 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, spin-off, 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, spin-off, acquisition, or transfer of shares from others, or veto by either side of the proposal for merger, consolidation, spin-off, 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.
12.The date, time, and place for and the relevant financial and business information about a press conference, investor conference, or other means by which the company issues public disclosure about financial and business information that has not been entered into the Market Observation Post System, by a company.
13.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 discrepancy, by a company that has published financial forecasts, between the self-assessed income publicly announced and reported within one month after the close of the fiscal year and the most recently publicly announced and reported financial forecasts, where such discrepancy is 20 percent or more and of an amount reaching NT$30 million and 0.5 percent of paid-in capital, or a discrepancy between the income before tax in the financial report publicly announced and filed for a given fiscal year and the self-assessed income before tax for the preceding fiscal year publicly announced and reported within one month after the close of that fiscal year, where such discrepancy is 20 percent or more and of an amount reaching NT$30 million and 0.5 percent of paid-in capital. 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, 0.25 percent of shareholders??equity shall be substituted.
14.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.
15.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 shareholders??equity shall be substituted.
16.A change by resolution of the board of directors in a plan for capital increase by cash or offering of corporate bonds after such plan has become effective upon registration, or such change in a plan for private placement of securities after passage by the board of directors or a shareholders' meeting.
17.Resolution of the board of directors on the date for convening a shareholders' meeting or special shareholders' meeting, the cause or subjects of such a meeting, or the date of suspension of changes to entries in the shareholders' register.
18.Important resolution of a shareholders' meeting or special shareholders' meeting.
19.Occurrence of a significant event of internal control-related fraud, non arms-length transaction, or defalcation of company assets.
20.Acquisition or disposal of assets by a GTSM listed company, or a subsidiary thereof whose shares have not been publicly issued domestically, where within the applicable scope of assets under Article 3 of the Regulations Governing Acquisition or Disposal of Assets by Public Companies adopted by the Competent Authority and moreover in the presence of any of the circumstances set forth in Article 30 or 31 [of said Regulations] as requiring public announcement and reporting, with the exceptions of merger, consolidation, spin-off, acquisition, or transfer of shares from another, and of derivatives trading for which the information is reported on a monthly basis.
Where a GTSM listed company under the preceding paragraph acquires or disposes of any domestic open-end fund of any type, a material information disclosure is not required, unless it is a privately placed fund; public announcement and reporting is required in the event of any unrealized losses on derivatives trading amounting to 3 percent or more of shareholders equity.
21.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 engaged in is a mainland China 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.
22.Any endorsements or guarantees that the GTSM listed company is required to publicly announce and report under Article 25 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
23.Any monetary loans to other persons that the GTSM listed company is required to publicly announce and report under Article 22 of the Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies.
24.Acquisition or disposal of privately placed securities by a GTSM listed company or a subsidiary thereof.
25.Suspension of part or all business transactions between a 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 in the most recent fiscal year.
26.Occurrence of a disaster, group protest, strike, environmental pollution event, or any other material event, where the company incurs a material loss, or where a relevant authority orders suspension of work, suspension of business, termination of business, or revokes or voids a relevant permit, or imposes administrative fines cumulatively reaching NT$1 million or more for a single event, and where the circumstance is severe.
27.Finalization of negotiation results of a negotiation meeting called between the company and a creditor bank.
28.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.
29.Any re-filing and public announcement of the regular annually filed internal control system statement of a GTSM listed company due to any change in the content thereof; or obtaining of the Internal Control Special Audit Report for a special audit of internal controls conducted by a certified public accountant (CPA).
30.Failure by a GTSM listed company to make a public announcement or a filing within a prescribed time limit; an error or omission in a financial report prepared by a GTSM listed company, with respect to which Article 6 of the Enforcement Rules to the Securities and Exchange Act requires a correction to and further a restatement of the financial report; a certified public accountant (CPA) issues an audit or review report containing an opinion other than an unqualified or modified unqualified opinion on a publicly announced and filed financial report, except in cases where the CPA issues a qualified audit or review report for the reason of annual amortization of losses, as permitted by law, or for the reason that an amount of long-term equity investment and profit/loss thereupon presented in the first-quarter, third-quarter, or semiannual financial report is calculated on the basis of financial statements of the investee company that have not been audited or reviewed by a CPA.
31.Mass media reportage or provision of information by investors sufficient to affect the market status of a GTSM listed company's securities.
32.Insufficient centralized custody ratio after a GTSM 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.
33.Occurrence of any of the changes in shareholding set forth in paragraph 3 of Article 369-8 of the Company Act and receipt of notice of the same.
34.A provisional injunction ruling suspending one of the directors or supervisors from the exercise of powers, or a provisional injunction ruling suspending a director from the exercise of powers, making it impossible for the board of directors to exercise its powers.
35.Any matter required to be publicly announced and reported by the Regulations Governing Share Repurchase by TWSE Listed and GTSM Listed Companies.
36.Any capital amendment registration of a GTSM listed company due to capital reduction and any plan for the operations to replace the old shares with new shares due to the capital reduction; or any subsequent failure to execute the original plan for the operations to replace the old shares with new shares; or, if when the company publicly announces its financial report the operations for the replacement of the old shares with new shares due to a capital reduction have yet to be completed, any resulting discrepancy between the number of old shares actually outstanding and the number of shares stated in the most recent financial report as publicly announced and reported.
37.Issuance of an undertaking by a company applying for GTSM listing for the first time and subsequent inability to perform the undertaking; failure to carry out remedial procedures within three months of the day of the aforesaid occurrence.
38.Any matter required to be publicly announced and reported pursuant to the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company promulgated by official letter of the Competent Authority.
39.Penalization of a financial holding company by the competent authority thereof for violation of any applicable provision such as of the Financial Holding Company Act; or loss of controlling shareholding, as defined in Article 4, subparagraph 1 of the Financial Holding Company Act, in a banking subsidiary, insurance subsidiary, or securities subsidiary, and order by the competent authority to make corrections within a time limit or voidance of the company's permit by the competent authority.
40.This subparagraph is deleted.
41.Increase or decrease in the number of companies held by an investment holding company.
42.Resolution by the board of directors or a shareholders' meeting of a GTSM listed company to apply for termination of GTSM trading of its securities, or any material change in such a matter.
43.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.
44.Any expression of objection or reservation, by an independent director about a resolution by the board of directors, or by a member of the Remuneration Committee about a resolution by a Remuneration Committee meeting, of which there is a record or a written statement; if the GTSM 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, as pursuant to the provisions of Article 14-5, paragraph 2 of the Securities and Exchange Act; any remuneration passed by the board of directors that is more favorable than that recommended by the Remuneration Committee.
45.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 GTSM listed company, and opening of the shares for subscription by a specific person or persons through negotiation.
46.Where a GTSM listed company holds more than 70 percent of the total issued shares or total capital of a TWSE listed (or GTSM listed) subsidiary thereof; or where 70 percent of the total issued shares or total capital of a GTSM listed company is held by another TWSE listed (or GTSM listed) company.
47.Withdrawal by a GTSM listed company on its own initiative for any reason an application it has submitted for conversion of its stock to listed trading.
48.If a GTSM 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 GTSM primary listed company is not prepared according to ROC accounting standards, the items differing between the adopted accounting principles and those of the ROC and the monetary amounts affected thereby, and the attesting CPA's opinions on the above-mentioned items.
49.Any of the circumstances set out in 15-26 of the GreTai Securities Market Rules Governing Securities Trading on the GTSM. Additionally, if the GTSM listed company is required to carry out share replacement operations due to a capital reduction, and the transferee company of the demerger is not a TWSE listed (or GTSM listed) company, then three business days before the date on which trading resumes, public announcement and registration 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-reviewed capital stock, net worth, and net worth per share, and the CPA-attested (or reviewed) earnings per share for the most recent period.
50.The GTSM 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 GTSM to make supplementations or corrections.
51.Any other major policy resolution of the board of directors or other matter having a material effect on shareholders' equity or securities prices of the GTSM listed company or an affiliated company thereof.
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 notated 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 10th 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 10th 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, spin-off, acquisition, or transfer of shares as referred to in subparagraph 11 of paragraph 1, if the counterparty is a foreign company, the GTSM 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 subparagraph 32 of paragraph 1, the GTSM listed company shall, by the day next following the expiry of the time limit of which the company is notified by letter of the GTSM for replacing shares withdrawn from custody, input the amount of shares replaced and date of replacement.
The term "subsidiary" in these Procedures means a subsidiary as defined in Statement of Financial Accounting Standards No. 7. If a subsidiary experiences any circumstance specified in any subparagraph of paragraph 1 as required to be reported for a subsidiary, the GTSM listed company shall report it on behalf of the subsidiary. |
| Article 2-3 |
For the purposes of these Procedures, the "material information" of a GTSM secondary listed company that issues stock or Taiwan Depositary Receipts refers to the following:
1.Any circumstance set out in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act.
2.Any material information the GTSM secondary listed company is required to report simultaneously under the laws, regulations, and rules of the home country or country of listing.
3.Any circumstance in regard to the GTSM secondary listed company set out in Article 12-6 of the GTSM Operating Rules.
4.A change in the GTSM secondary listed company's articles of incorporation or an increase or decrease in its capital.
5.Any issuance, maturity, or repurchase of preferred shares or corporate bonds of the GTSM secondary listed company, or with respect to corporate bonds convertible to shares, any allotment of shares in accordance with company rules.
6.A change in the principal business activity, the custodian institution, or the depository institution in the ROC, of the GTSM secondary listed company.
7.Any pledge, lease, sale, or retirement of major operating assets of the GTSM secondary listed company.
8.A reduction or discontinuation of production of some or all products by the GTSM secondary listed company due to a major disaster.
9.The pendency or conclusion of a material litigation case or tax disposition case involving the GTSM 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 GTSM secondary listed company.
10.Occurrence of any circumstance under subparagraphs 6 through 9 of this article to a subsidiary in which the GTSM 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 GTSM secondary listed company, that has a material effect on its finances or business.
11.Conduct by a promoter or director of the GTSM secondary listed company that, under the law of its home country, results in joint and several liability for damages together with the GTSM secondary listed company.
12.A decision by a court of the GTSM secondary listed company's home country that lawfully voids or declares invalid a shareholders' meeting resolution of the GTSM secondary listed company.
13.A change in the laws, regulations, or rules of the GTSM secondary listed company's home country that materially affects shareholders' equity or corporate operations.
14.A resolution by the board of directors of the GTSM secondary listed company 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 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 GTSM secondary listed company to carry out a spin-off or distribution of dividends, causing the holders of its issued Taiwan Depositary Receipts to acquire shares of another company for free.
15.The GTSM traded foreign stock or Taiwan Depositary Receipts 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 GTSM traded securities.
16.A change in the rating assigned to the GTSM secondary listed company or its issued securities by a credit rating agency.
17.A change in, or a change in the plan for, a private placement of securities by the GTSM secondary listed company.
18.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 GTSM traded foreign stock, Taiwan Depositary Receipts, foreign straight bonds, foreign convertible corporate bonds, or foreign corporate bonds with warrants.
19.Any change in the chairperson, the general manager, a juristic-person director or supervisor, an independent director, a financial or accounting officer, an internal audit officer, a certified public accountant, or an agent for litigious and non-litigious matters, of the GTSM secondary listed company.
20.Termination on its own initiative or otherwise failure by a certified public account of the GTSM secondary listed company to carry out the audit and attest work on the company's financial reports.
21.Any amendment to the depositary agreement signed between the GTSM secondary listed company and the depository institution that has a material effect on shareholders' equity.
22.The date for, and the relevant financial and business information in connection with, the convening of any press conference, investor conference, or public disclosure by any other means of financial and business information that has not yet been entered into the Market Observation Post System, by a GTSM secondary listed company.
23.The GTSM secondary listed company resolves to repurchase Taiwan Depositary Receipts, the repurchase period expires or the repurchase is completely executed, or the repurchased Taiwan Depositary Receipts have cumulatively reached 2 percent of the total number of the already issued Taiwan Depositary Receipts or the number of outstanding units does not exceed 6 million units.
24.Inability by the GTSM 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.
25.Failure by the GTSM secondary listed company to file the financial report by the deadline under the regulations of the original place of listing.
26.Publication of information by the GTSM secondary listed company on its own initiative that has a material effect on shareholders' equity or securities price.
Documents or materials submitted by a GTSM secondary listed company to a securities supervisory authority or securities exchange of the country of its original listing shall simultaneously be submitted to the GTSM.
If a GTSM secondary listed company is unable 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 that it redeem, it shall, by the 10th 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. |