| Article 26 |
The professional shareholder services agent engaged by an issuer of emerging stock, or its shareholder services unit by which it handles its own shareholder services, shall have shareholder services personnel and equipment that comply with the provisions of the Regulations Governing the Administration of Shareholder Services by Public Companies, and it shall not have in any of the past 3 fiscal years been given written recommendations for improvements following audits by the Taiwan Depository and Clearing Corporation and failing to make improvements by the deadline. The issuer furthermore shall notify the GTSM of the place of business and name of the responsible person thereof, and shall do the same in the event of any change thereto. However, an issuer that has already engaged a professional shareholder services agent to process shareholder services may not take the handling of those services back into its own hands.
An issuer shall handle its shareholders services in accordance with the Regulations Governing Handling of Shareholder Services by Public Companies promulgated by the competent authority However, this restriction shall not apply when the laws or regulations of the country in which a foreign issuer is registered provide otherwise. In the case of stock that has no par value or a par value per share other than NT$10, Article 14 of those Regulations need not be applied
An applicant filing (or applying) for GTSM trading of shares issued for a capital increase or shares reissued after a capital reduction shall obtain documentation evidencing registration of scripless share issuance. |
| Article 27 |
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| Article 28 |
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| Article 29 |
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| Article 30 |
Within 4 months after the close of each fiscal year, a domestic issuer shall submit in writing to the GTSM two copies each of the annual individual and consolidated financial report audited and attested by the CPA; within 2 months after the close of each fiscal half-year, it shall submit in writing to the GTSM two copies each of the semi-annual individual financial report audited and attested by the CPA and the semi-annual consolidated financial report reviewed by the CPA as well as the materials downloaded from the Internet information reporting system designated by the GTSM containing the particulars required to be publicly announced; for the annual reports, two copies of the consolidated financial statements of affiliates shall additionally be submitted. Provided, if the aforesaid semi-annual consolidated financial report cannot be publicly announced and filed within 2 months after the close of the half-year, it shall be supplementarily publicly announced and filed, at the latest, within 75 days after the close of the half-year.
In the case of a domestic issuer applying for GTSM listing or TWSE listing of its stock, it shall, during the period after the submission of the application and before the listing date, it shall, following the requirement for GTSM listed (or TWSE listed) companies, and within the periods prescribed by the competent authority, file in writing with the GTSM two copies of the individual financial reports for the first and third quarters, reviewed by a CPA, and of the consolidated financial reports for the first and third quarters, which are not required to be reviewed by a CPA, as well as the materials downloaded from the Internet information reporting system designated by the GTSM containing the particulars required to be publicly announced. However, it need not make such a filing if it has withdrawn the application or the application has otherwise been rejected. |
| Article 31 |
Within 4 months after the close of each fiscal year and 75 days after the close of each fiscal half-year respectively, a foreign issuer shall submit in writing to the GTSM two copies of the annual consolidated financial reported audited and attested by a CPA or the semi-annual consolidated financial report reviewed certified by the CPA, as well as the materials downloaded from the Internet information reporting system designated by the GTSM containing the particulars required to be publicly announced.
In the case of a foreign issuer applying for GTSM listing or TWSE listing of its stock, it shall, during the period after the submission of the application and before the listing date, it shall, following the requirement for GTSM listed (or TWSE listed) companies, and within the periods prescribed by the competent authority, file in writing with the GTSM two copies of the consolidated financial reports for the first and third quarters as reviewed by a CPA, and the materials downloaded from the Internet information reporting system designated by the GTSM containing the particulars required to be publicly announced. However, it need not make such a filing if it has withdrawn the application or the application has otherwise been rejected.
The consolidated financial report referred to in paragraphs 1 and 2 shall comply with the following requirements:
1. Its content shall be stated in units of New Taiwan Dollars.
2. The Chinese language version shall govern; an English version may also be submitted in addition thereto.
3. It shall be prepared in accordance with the accounting standards of Taiwan or the United States or international accounting standards.
4. It shall be produced using period-on-period comparison, and shall include consolidated balance sheets, consolidated income statements, consolidated cash flow statements, consolidated statements of changes in shareholders equity, and related notes. Consolidated statements of changes in shareholders' equity, however, need not be included in quarterly consolidated financial reports. The notes to the financial report shall state which accounting principles are employed; if they are prepared according to Taiwan accounting standards, then Taiwan's Regulations Governing the Preparation of Financial Reports by Securities Issuers shall govern, provided that Article 24 thereof need not be applied; if they are not prepared according to Taiwan accounting standards, then the differences in those standards and the Taiwan standards as applied in the balance sheet and income statement titles shall be disclosed, including any material discrepancies and the dollar amounts affected.
5. It shall have an audit (or review) report issued by two Taiwan CPAs approved by the Competent Authority to perform attestation of financial reports for public companies; or have been audited and attested (or reviewed) by an international accounting firm that has a cooperative relationship with the aforesaid CPAs, and have an audit (or review) report that is issued by the Taiwan CPAs and that does not make reference to audit (or review) work by any other accountant.
6. It shall be signed or stamped with the seal of the chairperson, managerial officers, and principal accounting officers, who shall also produce a declaration that the report contains no misrepresentations or nondisclosures.
7. In the audit (or review) report, the CPAs shall explain the accounting principles adopted by the foreign issuer and the differences between those principles and the generally accepted accounting principles used in Taiwan, and include an index to the notes, and shall expressly state that the report has been audited in accordance with Taiwan's Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards (or that the review work has been planned and executed in accordance with Statement of Auditing Standards No. 36: Engagements to Review Financial Statements).
8. In the case of stock that has no par value or a par value per share other than NT$10, when applying the provision of Article 6 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers regarding 5 percent of paid-in capital, 2.5 percent of shareholders equity shall be substituted in the calculation; when applying the provision of Article 17 regarding 20 percent of paid-in capital, 10 percent of shareholders equity shall be substituted in the calculation. |
| Article 32 |
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| Article 33 |
An issuer shall enter the following information into the Internet information reporting system designated by the GTSM following the prescribed time limit and format:
1. Company profile: the information shall be entered before the commencement of GTSM trading and upon any change thereafter.
2. Annual and semi-annual individual and consolidated balance sheet, income statement, cash flow statement, statement of changes in shareholder's equity, CPA audit (or review) report, the name of the certifying CPA, and relevant particulars disclosed in the notes to the financial report (related party transactions, loans of funds, and endorsements and guarantees);the reporting deadlines shall be as set out in Article 30, paragraph 1, or Article 31, paragraph 1.
3. In the case of an issuer applying for GTSM listing or TWSE listing of its stock, during the period after the submission of the application and before the listing date: the individual and consolidated balance sheets, income statements, cash flow statements, and CPA review report (the consolidated quarterly financial reports for the first and third quarters of a domestic issuer are not required to be reviewed by a CPA), and the name of the CPA; however, public announcement is not required if the issuer has withdrawn the application or the application has otherwise been rejected; the reporting deadlines shall be as set out in Article 30, paragraph 2, or Article 31, paragraph 2.
4. Business turnover, endorsements and guarantees, balance of lent funds, and derivatives transactions: the information of the previous month shall be disclosed by the 10th of each month. In the shipping and financial industries, if a part of the business turnover is reported on an estimate basis, the proportion of the estimated part of the turnover and the estimation method shall be annotated; where there is a difference between the actual turnover and the announced turnover, the actual and originally announced figures shall be reported together with the report of the following month's operating condition, and, in the event that the difference reaches 3 percent or more, the cause of such difference shall also be reported. If the emerging stock company voluntarily announces its self-assessed income statement and consolidated operating revenue information, the company shall report it by the end of the month following the close of the current month (or quarter), and the announcement shall continue until the end of the current fiscal year. The self-assessed income information shall include the self-assessed operating income and income before tax up to the current month (quarter). If the difference between the accumulated amount of the self-assessed income before tax in each quarter and the amount audited (reviewed) by the CPA is 20 percent or more, the reason for such difference shall be reported within 2 business days after the deadline for public announcement of each quarterly financial report.
5. Information regarding appointment or dismissal, or changes in shareholding, or creation or extinguishment of pledges on shareholding, of directors, supervisors, managerial officers, and greater than 10 percent shareholders (hereinafter "insiders"), and related persons thereof: (1) any new appointment or dismissal of persons under this subparagraph shall be reported by the company within 2 days after occurrence of the fact; (2) the information on any changes in shareholding in the previous month of persons under this subparagraph shall be reported by the 15th day of each month; (3) the information on any creation or extinguishment of pledge shall be reported by the company within 5 days from the creation or extinguishment of the pledge.
"Related persons"in this subparagraph includes the spouses and minor children of insiders and any persons in whose name an insider holds stock.
6. Voluntary disclosure of financial forecast information: a company disclosing financial forecast information voluntarily shall report and publicly announce relevant matters in accordance with the provisions and deadlines set forth in the Regulations Governing the Publication of Financial Forecasts of Public Companies promulgated by the competent authority.
7. Public announcement and reporting of the date of shareholders meetings: the date of the shareholders meeting shall be reported on the internet information reporting system designated by the GTSM at least 12 business days prior to the date for suspension of share transfer and entered within 2 days after the report. In addition, a company whose fiscal year is the calendar year shall by 15 March each year, and a company whose fiscal year is not the calendar year shall within 75 days after the end of each business year, preliminarily proceed to report the date for holding of the regular shareholders' meeting for the current year, and if after reporting there is any change to the date on which the meeting is to be held, shall change the reported date before the public announcement and reporting of the regular shareholders' meeting.
8. Public announcement and reporting of the company's decision of the record date for distributing dividends, bonus, or other benefits: public announcement shall be made on the internet information reporting system designated by the GTSM at least 12 business days prior to the date for suspension of amendment of entries in the shareholders register and entered within 2 days after the report; provided that where there is an event under the provisions of Article 29, paragraph 2, the materials may be announced in a supplementary public announcement at least 40 days prior to the date of the shareholders meeting, and entered within 2 days after the report.
9. Reporting of information on investment in mainland China: the annual information shall be entered within 4 months after the close of each fiscal year and the semi-annual information within 2 months after the close of each fiscal semester.
10.Reporting of information on investment in overseas subsidiaries: the annual information shall be entered within 4 months after the close of each fiscal year and the semi-annual information within 2 months after the close of each fiscal semester.
11.Dividend distributions for the current fiscal year: input before the opening of trading hours on the business day next following, [respectively], the passage of the proposal by the board of directors and ratification by the shareholders' meeting.
12.Table of investment and shareholding in the Emerging Stock Company by overseas Chinese and foreign persons: input at the time of (1) distribution of shares for capital increase, (2) private placement or public issuance of overseas depositary receipts (including new and old shares), overseas convertible bonds, and securities with warrants or overseas stock, (3) capital reduction, (4) merger or consolidation, (5) public tender offer, ( 6) issuance of employee bonus shares, transfer of treasury stock, or issuance of subscription warrants to foreign employees, (7) initial registration as an emerging stock company or registration upon conversion into a newly incorporated company, (8) holding of a general shareholders meeting; the deadlines for reporting of each item shall be as prescribed under the reporting procedures for overseas Chinese and foreign investment and shareholdings.
13.Reporting of information on corporate bonds:
A. Within one day following effective registration with the competent authority, enter the basic information, the information on the plan for the raising and method for custody of the funds for repayment of the corporate bonds required by Article 248, paragraph 1, subparagraph 5 of the Company Act and any other relevant information. Any changes to the basic information during the preceding month shall be input within 10 days after the end of each month.
B. During the duration of the corporate bonds from the issue date to the maturity date, the unaudited figures for the preceding quarter shall be input within 10 days from the end of each quarter, and the actual figures shall be input at the same time as the CPA-audited financial report is input; during the duration of the corporate bonds in the period of 1 year before the maturity date or the date that creditors may request redemption, the unaudited figures for the preceding month shall additionally be input by the 10th day of each month.
C. During the duration of the corporate bonds in the period of six months before the maturity date or the date that creditors may request redemption, the issuer shall input by the 10th day of each month the source(s), and specific explanations thereof, of funds needed to repay the corporate bonds with respect to the plan for the raising and method for custody of the funds for the repayment as required to be filed under Article 248, paragraph 1, subparagraph 5 of the Company Act.
14.Basic data on the industrial classification of the Emerging Stock company: the annual information shall be entered within 4 months after the close of each fiscal year and the semi-annual information within 2 months after the close of each fiscal semester.
15.Reporting of electronic files of relevant content of shareholder' meeting agenda handbooks: 30 days before convening a regular shareholders' meeting or 15 days before a special shareholders' meeting, the company shall report the electronic files of the shareholders' meeting announcement, proxy form, and background and explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors or supervisors, and other matters on the shareholders' meeting agenda; 21 days before convening the regular shareholders' meeting, or 15 days before convening the special shareholders' meeting, it also shall report the electronic files of the shareholders' meeting agenda handbook and supplementary meeting materials; and 1 day before convening the shareholders' meeting it shall report the annual report prepared in accordance with the requirements prescribed by the competent authority.
16.Explanations of material changes in financial ratios and financial analysis data: the information shall be entered within four months after the close of each fiscal year.
17.Information on cash capital increase and issuance of domestic and overseas corporate bonds: quarterly fund utilization statements shall be filed within 10 days following the end of each quarter; information on any changes by resolution of the board of directors shall be input within two days.
18.Declaration of Conversion of Domestic (Overseas) Securities: enter the information for the preceding month by the fifth day of each month.
19.Public announcement and regulatory filing of information on private placement of securities within the following time limits in accordance with the Directions for Public Companies Conducting Private Placements of Securities:
A. Within two days from the date on which the board of directors makes the resolution, any particulars required to be publicly announced and reported pursuant to Article 43-6, paragraph 6 of the Securities and Exchange Act.
B. Where the placees are determined after the shareholders' meeting notice is sent, within two days from the date the placees are determined.
C. Within two days from the actual date of determination of the private placement price.
D. Within 15 days from the date that payment of the share price or subscription price of the private placement has been completed.
E. Within 10 days from the end of each quarter.
F. If a placee is an insider or a related party of the company, if the placee has sold or sells shares of the company within three months before or after the date on which the placee's payment of the share price or subscription price of the private placement has been completed, the company shall, within 15 days from the completion date of the payment of the share price or subscription price, or within 2 days from the occurrence of the event, report the relevant information.
20.Information on changes in convertible corporate bonds: enter the information on the day of adjustment to the conversion price or of change of other terms and conditions of issuance.
21.Information on employee stock option certificates: (1) basic information on issuance, subscription method, and other matters shall be input on the day following the day of receipt of effective from with the competent authority; (2) information on actual status of issuance and other matters shall be input on the date of issuance and on the day following the time of expiration of the issuance period; (3) within 2 days from the day on which the board of directors resolves to buy back shares for purposes of exercise of employee stock option certificates, the company shall input the anticipated cost of acquiring the shares, the difference between the price of employee subscription to the shares and the cost of the company's acquisition of the shares, and the impact on shareholders'equity.
Issuance of new restricted shares for subscription by employees: (i) on the day following the day of receipt of effective registration from the competent authority, the company shall input the main content of the issuance rules and a description of the possible dilution of shareholders' equity; (ii) on the day following the day of issuance of the new shares, the company shall input the information on the issue; (iii) on the day following the time when employees meet the vesting conditions, the company shall input the information on the release of the restrictions on the new employee shares; (iv) on the day following any recall or repurchase of the shares, the company shall input the information on the recall or repurchase.
22.Information on the holding of investor/press conferences: before an investor/press conference is held, the issuer may, during non-trading hours, announce a summary of the investor/press conference information or the complete financial and business information thereof, and if any related content is expressed in English, simultaneously input a Chinese translation thereof, and the complete content shall be reported no later than after the investor/press conference on the same day it is held; for an investor/press conference that is held on multiple days in multiple sessions, where the content is the same, the content shall be reported no later than after the conference on the same day that it is held for the first time, and need not be input again each day.
If the need arises for the issuer to hold an overseas investor/press conference during trading hours, such cases shall be reported to the GTSM in advance for approval on a special case-by-case basis, and before the investor/press conference is held, the issuer shall, during non-trading hours, enter the complete financial and business information into the GTSM's designated Internet information reporting system, and the financial and business information disclosed in the investor/press conference may not go beyond the content of the aforesaid information already reported.
23.Any matter required to be publicly announced and reported pursuant to paragraph 3, 4, or 5 of Article 24 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the competent authority: enter the information within two days following the date of the board of directors resolution.
24.Information on acquisition or disposal of privately placed securities by Emerging Stock company or subsidiary thereof: enter the information within two days following the day of the fact.
25.Correction or supplement of financial reports: any matters that are required to be corrected or supplemented in the CPA audited or reviewed financial reports publicly announced by the emerging stock company shall be publicly disclosed to the investors; if the requirement for a restatement of the financial report under Article 6 of the Securities and Exchange Act Enforcement Rules is not yet met, input relevant information within 2 days from the occurrence of the fact.
26.Information on the establishment of a functional committee under the Securities and Exchange Act: enter the information within two days following the establishment or abolishment of the functional committee or the appointment (or election) of, or any change in, committee members.
27.Information on the annual internal control system statement: the internal control system statement shall be filed within 4 months after the close of the fiscal year.
28.Information on the internal control special audit report: the audit report for the special audit of internal controls conducted by the CPA shall be filed within 2 days after it is obtained.
29.Any matter required to be publicly announced and reported pursuant to the Regulations Governing Public Tender Offers for Securities of Public Companies promulgated by the competent authority.
30.Any other information required on any matter as specified in a public announcement or notice by the GTSM shall be reported within the prescribed deadline.
The deadlines for information reported under the preceding subparagraphs shall be based on Taiwan time, and the content of the primary version of the report shall be in Chinese, although an English version may also be attached. No misrepresentation, nondisclosure, or misleading presentation may be included in either the Chinese or English reported content referred to above. A foreign issuer may authorize its litigious and non-litigious agent to handle information reporting.
If the laws and regulations of the country where a foreign issuer is registered do not require its reporting, or there is some other reasonable cause as approved by the GTSM, the issuer need not publicly announce and report the business turnover portion of the information in paragraph 1, subparagraph 4. |
| Article 33-1 |
A foreign issuer, when compiling and publishing financial forecasts, shall comply with Taiwan's Regulations Governing the Publication of Financial Forecasts of Public Companies, but may be exempted from the application of Article 26 of those Regulations.
A foreign issuer, in the handling of its internal control system, unless the laws or regulations of the country where it is registered provide otherwise, shall comply with Taiwan's Regulations Governing the Establishment of Internal Control Systems by Public Companies, but may be exempted from the application of Article 11, paragraph 3, Article 17, and Article 42, paragraph 3.
A foreign issuer, when lending funds to others or providing endorsements or guarantees for others, unless the laws or regulations of the country where it is registered provide otherwise, shall comply with Taiwan's Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, but may be exempted from the application of Article 12, paragraph 1, subparagraph 7, and Article 17, paragraph 4 of those Regulations. When Article 12, paragraph 1, subparagraph 11 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies is applied to a foreign issuer, if the stock of the issuer's subsidiary has no par value or a par value per share other than NT$10, in the provision relating to paid-in capital, the calculation of the paid-in capital shall include the capital reserves minus the original issue premium.
A foreign issuer, when acquiring or disposing of assets, unless the laws or regulations of the country where it is registered provide otherwise, shall comply with Taiwan's Regulations Governing the Acquisition and Disposal of Assets by Public Companies, but may be exempted from the application of Article 4, paragraph 1, subparagraph 7, and Article 17, paragraph 1 of those regulations. In the case of stock that has no par value or a par value per share other than NT$10, in the application of the provision of Articles 9, 10, 11, 30, and 33 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies regarding 20 percent of paid-in capital, 10 percent of shareholders equity shall be substituted in the calculation.
A foreign issuer, when handling the order of business and procedures for board of directors meetings, unless the laws or regulations of the country where it is registered provide otherwise, shall comply with Taiwan's Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
If in a foreign issuer's handling of its internal control system, lending of funds and endorsements and guarantees, acquisition or disposal of assets, or order of business and procedures for board of directors meetings, the foreign issuer does not apply a relevant provision of Taiwan law because the laws or regulations of its country of registration provide otherwise, the GTSM may require the foreign issuer to provide the original language text and a Chinese translation of the applicable laws or regulations of its country of registration, and to engage the lawyer who issued the legal opinion at the time the issuer applied for registration of GTSM trading of emerging stock, or another legal expert, to issue an expert opinion and report it by letter to the GTSM, at the issuer's expense. |
| Article 34 |
Upon occurrence of any of the following events, an issuer shall enter the information into the Internet information reporting system designated by the GTSM before the commencement of trading hours of the business day next following the occurrence of the event; provided that if any news release is published before that time, the information shall be entered simultaneously therewith.
1. Dishonor of a negotiable instrument due to insufficient deposits, refusal by a financial institution to honor a transaction, or any other loss of credit of the company or a responsible person, parent company, or subsidiary thereof.
2. Any material effect on company finances or business resulting from a litigious or non-litigious matter, administrative disposition, contentious administrative procedure, or motion for provisional attachment or provisional injunction, or compulsory execution thereof, with respect to the company or a responsible person thereof; or a chairperson or managerial officer of the company violates the Securities and Exchange Act, Company Act, Banking Act, Financial Holding Company Act, or Commercial Accounting Act, or is indicted for a crime of corruption, malfeasance in office, fraud, breach of trust, or misappropriation.
3. Any material effect on company finances or business resulting from any serious decrease in production, complete or partial stoppage of work, leasing out of a company plant or principal equipment, or pledge or mortgage of all or a principal portion of company assets.
4. Any circumstance set forth in paragraph 1 of Article 185 of the Company Act.
5. Reorganization or bankruptcy procedure of the 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 or 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, the chairman, a 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 a functional committee established under the Securities and Exchange Act, with an explanatory note provided if there is a change in one-third or more of directors, or departure of all independent directors from office.
7. Change of CPA for any reason other than internal adjustments within the certifying accounting firm.
8. 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 or undertaking of non-competition, 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, where there is a material impact on the company's finances or business.
9. Resolution by the board of directors to carry out a capital reduction; merger or consolidation; spin-off; acquisition; exchange, conversion, or transfer of shares from another; dissolution; issue of new shares for capital increase; capital reduction or record date of cash capital increase; issue of corporate bonds; issue of employee stock option certificates; issue of new restricted shares 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 or consolidation, spin-off, acquisition, or transfer of shares form 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 another, or veto by either side of the proposal for merger, consolidation, spin-off, acquisition, or transfer of shares from another; 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.
10.Any matter required to be publicly announced and reported pursuant to the Regulations Governing Public Tender Offers for Securities of Public Companies promulgated by official letter of the competent authority.
11.Change of company spokesperson, acting spokesperson, litigious and non-litigious agent, financial officer, accounting officer, research and development officer, or internal audit officer.
12.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 unaudited 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 annual financial report publicly announced and filed for a given fiscal year and the unaudited 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 an issuer whose stock has no par value or a par value per share 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.
13.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 own capital stock stated on its financial report and NT$100 million, or any material change in any of the above matters. In the case of an issuer whose stock has no par value or a par value per share other than NT$10, for the calculation of the aforesaid 20 percent of capital stock, 10 percent of shareholders equity shall be substituted.
14.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.
15.Important resolution of a regular or special shareholders' meeting.
16.Occurrence of a significant event of internal control-related fraud, non arms-length transaction, or defalcation of company assets.
17.Acquisition or disposal of assets by the 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 the Acquisition and Disposal of Assets by Public Companies promulgated 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 any unrealized losses incurred by the company from derivatives trading that amount to 3 percent or more of shareholders equity. However, exceptions are allowed when the company carries out any merger, consolidation, spin-off, acquisition, or transfer of shares from another, acquisition or disposal with respect to any kind of domestic non-privately placed open-ended fund, and derivatives trading for which the information is reported on a monthly basis.
18.Information on acquisition or disposal of privately placed securities by Emerging Stock company or subsidiary thereof: enter the information within two days following the day of the fact.
19.Any endorsements/guarantees that the company is required to publicly announce and report pursuant to Article 25 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies; or total endorsements and guarantees by the company itself in favor of enterprises in the same group reaching 50 percent or more of the company's net worth on its financial statements for the most recent period.
20.Any loans of funds to other persons that the company is required to announce and report pursuant to Article 22 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
21.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 reaching NT$100,000 or more, and where the circumstance is severe.
22.Resolution by the board of directors (or a shareholders' meeting) to permit a managerial officer (or director) to engage in competitive conduct, or knowledge by the company that a managerial officer is operating business of the same kind independently or on behalf of another person or that a director engages in conduct within the company's scope of business independently or on behalf of another person, and the investment or business engaged in is a mainland China area enterprise, and there is any failure to duly obtain permission from the board of directors (or shareholders' meeting), or there is any material change in any of the above matters.
23.Dishonor of a negotiable instrument, petition for bankruptcy, reorganization, or other similar circumstance with respect to a related party or principal debtor of the company or a joint and several guarantor thereof; 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 debt.
24.Failure by the company to make a public announcement or a filing within a prescribed time limit; an error or omission in a financial report prepared by the company, with respect to which Article 6 of the Securities and Exchange Act Enforcement Rules requires a correction to and further a restatement of the financial report; a certified public accountant (CPA) issues an audit report containing an opinion other than an unqualified or modified unqualified opinion on a publicly announced and filed financial report; or a CPA issues a review report other than an unqualified report on a publicly announced and filed financial report; provided, this shall not apply in cases where the CPA issues a qualified audit (or a qualified 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 semiannual (or first quarter or third quarter) financial report is calculated on the basis of financial statements of the investee company that have not been audited (or reviewed) by a CPA.
25.Any re-filing and public announcement of the regular annually filed internal control system statement of the company due to any change in the content thereof, or obtaining of the Internal Control Special Audit Report for the special audit of internal controls conducted by the CPA.
26.Mass media reportage or information circulating around the market sufficient to affect the market status of the company's securities.
27.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.
28.Suspension or termination of GTSM trading of its securities under Article 38 or 40 of these Rules, or any material change in such a matter.
29.If a domestic issuer 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 reported for any period in the place of overseas listing. If a consolidated financial report of a foreign issuer is not prepared in accordance with the financial accounting standards of the Republic of China, and the cumulative dollar amount of any discrepancy in income before tax reaches NT$10 million or more, it shall disclose any items with material discrepancies and the amount of any monetary impact of those discrepancies.
30.If the company holds an investor/press conference, the conference date and any relevant financial and business information.
31.Resolution by the board of directors 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.
32.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.
33.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.
34.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.
35.Where capital amendment registration of the company has been carried out due to capital reduction: the effect of the capital reduction on the company financial report (including any discrepancy between the amount of paid-in capital and the number of shares outstanding and the effect on net worth per share) and planned share conversion operations, and any subsequent failure to execute the share conversion plan.
36.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 company has established an audit committee, any resolution 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.
37.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 the company, and opening of the shares for subscription by a specific person or persons through negotiation, except in the case where the company conducts a cash capital increase for the purpose of applying for GTSM listing or TWSE listing of its stock.
38.Results of the consultations of a consultative meeting held between the company and a creditor bank are confirmed.
39.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 company or an affiliated company thereof.
Upon occurrence of any of the events enumerated in the subparagraphs of the preceding paragraph, the issuer shall handle events set forth in paragraph 9 by inputting an explanation of the event into the Internet information reporting system designated by the GTSM after the close of trading hours on the day of occurrence of the event, and shall handle events set forth in all other subparagraphs by inputting the information content into the Internet information reporting system designated by the GTSM before the commencement of trading hours on the business day next following the day of occurrence of the event; provided, where a press release is issued prior thereto, it shall input it at the time of issuance of the press release.
An issuer discovering that the mass media has reported any of the events enumerated in paragraph 1 shall enter an explanation of the information into the Internet information reporting system designated by the GTSM before the commencement of trading hours of the business day next following the day of the mass media report.
If a foreign issuer issues securities outside of the Republic of China, during the duration of those securities, experiences any material event that requires immediate reporting under the laws or regulations of the country of listing or the country of registration or otherwise under the rules of a securities exchange, it shall simultaneously input such information into the Internet information reporting system designated by the GTSM, and if it receives any written enquiry from the securities regulatory agency or securities exchange of the country of listing with respect to any matter that has a material effect on shareholder 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 GTSM.
Where an issuer experiences an event specified in paragraph 1 yet fails to publish the material information, or an event specified in paragraph 3 yet fails to furnish an explanation thereof, the GTSM may, via facsimile, telephone, or e-mail, request the issuer to enter relevant explanations into the Internet information reporting system designated by the GTSM within a specified time limit.
When the GTSM discovers any irregularity in securities trading pursuant to the Directions for Announcement or Notice of Attention to Emerging Stock Trading Information and Dispositions, it may complete a Public Statement Concerning Material Information (Attachment 6), and via facsimile, telephone, or e-mail, request the issuer to enter relevant explanations into the Internet information reporting system designated by the GTSM within a specified time limit.
The deadlines for information reported under the subparagraphs of paragraph 1 shall be based on Taiwan time, and the content of the primary version of the report shall be in Chinese, although an English version may also be attached. It is prohibited for any content of the aforesaid reported information in Chinese or English to make descriptions that are exaggerated or resemble advertising or promotional language. A foreign issuer may authorize its litigious and non-litigious agent to handle information reporting.
A foreign issuer need not publicly announce the information in paragraph 1, subparagraph 18.
If any of an emerging stock company's major subsidiaries that is neither TWSE-listed (nor GTSM-listed) nor registered as an emerging stock company experiences any circumstance in any subparagraph of paragraph 1, it shall be deemed material information of the emerging stock company. If the emerging stock company is an investment holding company or financial holding company, in addition to a major subsidiary, if any subsidiary as described below experiences any circumstance in any subparagraph of paragraph 1, it shall be deemed material information of the emerging stock company.
1. an investment holding company's subsidiary that is neither TWSE-listed (nor GTSM-listed) nor registered as an emerging stock company, and the shareholders' equity of which accounts for 2 percent or more of the shareholders' equity of the parent company on the consolidated financial statement for the most recent year;
2. a financial holding company subsidiary in the name of which appears any of the terms "bank," "insurance," "securities," "futures," "bills," or the shareholders' equity of which accounts for 2 percent or more of the shareholders' equity of the parent company on the consolidated financial statement for the most recent year.
The term "major subsidiary"in the preceding paragraph means any subsidiary of the emerging stock company to which any of the following circumstances has applied in each of the most recent two fiscal years (with the information being based on the annual financial reports audited and attested by a CPA), or any subsidiary that the CPA deems to have a material effect on the financial report of an audited company:
1. 30 percent or more of the emerging stock company's operating revenue is derived from the single subsidiary;
2. 50 percent or more of the emerging stock company's major materials or major commodities, in terms of its quantities or dollar purchase amounts thereof, is derived from the single subsidiary;
3. 50 percent or more of the emerging stock company's total output value (including from self-production, contracting, and outsourcing) is derived from the single subsidiary;
4. the emerging stock company's dollar amount of original investment in the single subsidiary reaches 40 percent of the emerging stock company's capital stock stated on the financial report and also NT$100 million or more;
5. the aggregate dollar amount of the emerging stock company's monetary loans and guarantees and endorsements to the single subsidiary reaches 40 percent of its net worth and also NT$100 million or more;
6. a single subsidiary's profit/(loss) before tax accounts for 50 percent of the emerging stock company's profit/(loss) before tax on its consolidated financial statements and also NT$100 million or more.
When the combined dollar amount of investment by the emerging stock company and its subsidiaries in any single enterprise exceeds 10 percent of the net worth of the emerging stock 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 emerging stock company shall report on the enterprise's behalf 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 an emerging stock company itself is a subsidiary of a parent company that is neither TWSE-listed (nor GTSM-listed) nor registered as an emerging stock company, if any circumstance in any subparagraph of paragraph 1 applies to the parent company, it shall be deemed material information of the emerging stock company. If the parent company is a foreign company, the GTSM listed subsidiary shall report on its behalf any of the particulars set forth in the following subparagraphs before the opening of trading hours on the business day next following the day it learns of the occurrence or media reportage of such event with respect to the parent company:
1. material change in shareholders' equity;
2. material change in business operation policy;
3. material disaster resulting in serious reduction or complete cessation of production;
4. material effect on shareholders' equity or company operations resulting from a change in laws, regulations, or rules of the home country;
5. mass media reportage about the parent company sufficient to affect securities prices of the emerging stock subsidiary in Taiwan;
6. occurrence of any other material event that is required to be immediately reported pursuant to law or regulation of the foreign company's home country. |
| Article 35 |
"Material information" in "press conferences concerning material information" as used in these Rules means the following particulars provided by an issuer of its own initiative or investigated and verified at the initiative of the GTSM:
1. Dishonor of a negotiable instrument due to insufficient deposits, refusal by a financial institution to honor a transaction, or any other loss of credit of the company or a responsible person thereof.
2. Any material effect on company finances or business resulting from a litigious or non-litigious matter, administrative disposition, contentious administrative procedure, or motion for provisional attachment or provisional injunction, or compulsory execution thereof, with respect to the company or a responsible person thereof.
3. Serious decrease in production or complete stoppage of work.
4. Any circumstance set forth in paragraph 1 of Article 185 of the Company Act.
5. Reorganization or bankruptcy procedure of the 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.
6. Resolution by the board of directors for capital reduction, merger or consolidation, cancellation of merger or consolidation, spin-off, acquisition, transfer of shares from another, dissolution, participation in the establishment of or conversion into a financial holding company or investment holding company or subsidiary thereof; or inability for any reason to convene a subsequent shareholders' meeting of a company participating in a merger or consolidation, spin-off, acquisition, or transfer of shares from another, or veto of the proposal for merger, consolidation, spin-off, acquisition, or transfer of shares from another for any reason; provided, this shall not apply to a whale-minnow merger conducted in accordance with Article 18, paragraph 6, of the Business Mergers and Acquisitions Act, where the merged enterprise is a non-GTSM-listed company that has paid-in capital of less than NT$100 million, or a merger/acquisition conducted in accordance with Article 19 of the Business Mergers and Acquisitions Act. If the stock of the merged enterprise has no par value or a par value other than NT$10, for the aforesaid calculation of paid-in capital, shareholders equity shall be substituted.
7. Occurrence of a significant event of internal control-related fraud, non arms-length transaction, or defalcation of company assets.
8. Occurrence of a disaster, group protest, strike, environmental pollution event, where the anticipated loss prior to receiving insurance indemnification exceeds 20 percent of the company's paid-in capital or NT$300 million or more. In the case of an issuer whose stock has no par value or a par value per share other than NT$10, for the calculation of the aforesaid 20 percent of paid-in capital, 10 percent of shareholders equity shall be substituted.
9. Mass media reportage or information circulating around the market that is sufficient to materially affect the market status of the company's securities.
10.Occurrence of a change in shareholding set forth in paragraph 3 of Article 369-8 of the Company Act and receipt of notice of the same.
11.Resolution by the board of directors or a shareholders' meeting to apply for termination of GTSM trading of its securities.
12.Results of the consultations of a consultative meeting held between the company and a creditor bank are confirmed.
13.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 company or an affiliated company thereof.
An issuer to which any of the subparagraphs above applies shall complete a Report to Convene a Press Conference Concerning Material Information specifying the content of the information, and promptly send it to the GTSM for handling, and unless the GTSM deems there to be a necessity to postpone handling, the issuer shall promptly dispatch a spokesperson or acting spokesperson to participate in a press conference to provide explanations by the business day next following the occurrence of the event or the broadcast media report. If foreign laws or regulations impose time constraints concerning the subject matter of a material information press conference that the issuer is required to hold under these Rules, the issuer may handle the matter in accordance with the deadlines under the foreign laws or regulations, provided that, in addition to complying with any requirement to publish the material information in advance, if the aforesaid press conference is held on a non-business day in Taiwan or after 9 p.m.
Taiwan time, the issuer shall hold a press conference in Taiwan within one hour before the start of trading hours on the next business day in Taiwan.
Where any circumstance in paragraph 1, subparagraph 6 applies, the issuer shall, during the non-trading time nearest to the date of the board of directions resolution, call a conference press at the place of the GTSM; if there is more than one participating TWSE listed, or GTSM listed, or Emerging Stock companies, the companies shall call the press conference simultaneously; if there is an exceptional circumstance such that it is impossible to call the press conference in a timely manner and the GTSM has given approval, the issuer shall immediately input the content or explanations of the information into the GTSM's designated Internet information reporting system, and promptly make up holding of the press conference.
When the GTSM discovers or mass media report the existence of any material information set forth in the subparagraphs of paragraph 1 with respect to the issuer, and such information is verified pursuant to Article 34 of these Rules, the GTSM may complete a Notice for a Press Conference Concerning Material Information specifying the source and content of the information, and send it to the company to request that it dispatch a spokesperson or acting spokesperson to participate in a press conference to provide explanations within a time limit set by the GTSM.
In addition to its spokesperson and acting spokesperson, a foreign issuer may dispatch its litigious and non-litigious agent or an independent director to hold a press conference pursuant to this Article.
An issuer may hold a material information press conference by means of videoconferencing. However, it may not hold the press conference by means of videoconferencing in cases where there exists with respect to the domestic issuer any circumstance set out in paragraph 1, subparagraphs 1, 2, 6, or 11, or any other matter that the GTSM deems material.
If, for any reason, the video press conference referred to in the preceding paragraph becomes impossible to hold or complete, the issuer shall, within a time limit set by the GTSM, dispatch personnel to hold a material information press conference at the GTSM.
A report submitted by the issuer pursuant to paragraph 2 shall be filled out consistently with the facts, and shall be chopped with the chops of the company and its responsible person or manager, to indicate that they take responsibility for it. However, to ensure timeliness, the issuer shall first transmit the report by facsimile to the GTSM and then deliver the original report. If after delivery of the original report any discrepancy with the originally facsimiled is discovered, the issuer shall bear the responsibility, and shall publicly announce and explain the discrepancy.
When convening a press conference, a representative of the issuer shall state in detail the facts that occurred, the cause, the effect on company finances and business, the projected monetary amount of such effects, and countermeasures to be taken, and shall prepare at lease twenty written copies of relevant news releases and written materials.
Where any of the circumstances set forth in paragraph 1 applies to the issuer, the issuer shall input the content of such event into the GTSM's designated Internet information reporting system on the date of occurrence of the event or the same day as the media reportage, except in the cases of a resolution by the board of directors for merger or consolidation, cancellation of merger or consolidation, spin-off, acquisition, transfer of shares from another, or inability for any reason to convene a subsequent shareholders' meeting of a company participating in a merger or consolidation, spin-off, acquisition, or transfer of shares, or veto by the shareholders' meeting of such proposal for any reason, in which cases the issuer shall input the information about the event into the GTSM's designated Internet information reporting system at the time it convenes the press conference or after the press conference, in accordance with the Article 34 hereof.
The issuer shall not externally announce any information prior to inputting the information about an event into the GTSM's designated Internet information reporting system, or holding a press conference concerning material information about the event, pursuant to the provisions of these Rules.
If a subsidiary, meeting the criteria set out in the preceding article, of the emerging stock company, experiences any circumstance in any subparagraph of paragraph 1, or if an emerging stock company itself is a subsidiary of a domestic parent company that is neither TWSE-listed (nor GTSM-listed) nor registered as an emerging stock company, and the domestic parent company experiences any circumstance in any subparagraph of paragraph 1, it shall be deemed material information of the emerging stock company. |
| Article 36 |
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| Article 37 |
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