| Article 2 |
The term "material information of a GTSM listed company" as used 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 effect on company operations resulting from a serious decrease in output or a complete or partial suspension of work, leasing out the company's plant or principal equipment, or a pledge or mortgage of all or a principal portion of a company's assets.
4.Any event set forth in Article 185, paragraph 1 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 (ROC).
7.Change of certified public accountant (CPA) for any reason other than internal adjustments within the certifying accounting firm.
8.Any change in company personnel, including company spokesperson, acting spokesperson, important operations officer (e.g., chief executive officer, chief operations officer, chief marketing officer, or chief strategy officer, and any positions of equivalent rank) financial officer, accounting officer, research and development officer, or internal audit officer, or, in the case of a GTSM primary listed company, the litigious and non-litigious agent.
9.Change in accounting year, accounting policy, or accounting estimates.
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 (MOPS), 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 difference arising from any of the following circumstances, by a company that has published financial forecasts, is 20 percent or more, and the sum involved reaches NT$30 million and 0.5 percent of paid-in capital:
A.The difference between the self-assessed (unaudited) comprehensive income as publicly disclosed and filed within 1 month after the close of the fiscal year and the forecasted comprehensive income as most recently publicly disclosed and filed.
B.The difference between the actual comprehensive income stated in the publicly disclosed and filed annual financial report and the forecasted comprehensive income.
C.The difference between the actual comprehensive income stated in the publicly disclosed and filed annual financial report and the self-assessed (unaudited) comprehensive income as publicly disclosed and filed within 1 month after the close of the fiscal year.
In the case of shares having no par value or a par value other than NT$10, for the calculation of the aforesaid 0.5 percent of paid-in capital under the forepart of this paragraph, 0.25 percent of net worth shall be substituted.
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 net worth 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 regular 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 regular 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.Where any of the following provisions is met:
A.A GTSM listed company, or a subsidiary whose shares have not been publicly issued domestically, acquires or disposes of assets within the scope of Article 3 of the Regulations Governing Acquisition or Disposal of Assets by Public Companies adopted by the Competent Authority, and under the circumstances of Article 30 or 31 of those Regulations that require public disclosure and filing, provided that this condition will not apply to the following:
a.The company has carried out a merger, consolidation, spin-off, acquisition, or transfer of shares from another pursuant to Article 2, paragraph 1, subparagraph 11 of these Procedures.
b.The company has publicly announced the acquisition or disposal of privately placed securities pursuant to Article 2, paragraph 1, subparagraph 24 of these Procedures.
c.The information is information on derivatives trading that is to be filed by the 10th of each month.
d.The assets acquired or disposed of are open-ended funds of any kind other than privately placed ones.
B.Where a GTSM listed company under the preceding item acquires or disposes of any domestic open-end fund of any type, a material information disclosure is not required.
C.Where any unrealized losses on derivatives trading by a GTSM listed company amount to 3 percent or more of its net worth.
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 that the managerial officer or director engaged in is a Mainland-area enterprise, and where there has been any failure to duly obtain permission from the board of directors (or a shareholders meeting), or any material change in any of the above matters.
22.Any endorsements or guarantees that the GTSM listed company is required to publicly disclose and file under Article 25 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
23.Any monetary loans to other persons that the GTSM listed company is required to publicly disclose 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 business transactions between a GTSM listed company and a principal purchaser or supplier, where such purchaser or supplier accounted for 10 percent or more of the company's total amount of sales or purchases as stated in the parent company only (or individual) financial report for 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 disclosure 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 CPA.
30.Failure by a GTSM listed company to make a public disclosure or a regulatory 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 CPA issues an audit or review report containing an opinion other than an unqualified or modified unqualified opinion on a publicly disclosed 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 a law or regulation, or for the reason that the amount of investment by a non-major subsidiary or of investment accounted for using the equity method, and the gain or loss thereupon, as presented in the interim financial report is calculated on the basis of the investee company's financial report that have not been audited or reviewed by a CPA. However, if the above-mentioned non-major subsidiary is a subsidiary of a financial holding company, the subsidiary's interim financial report shall be audited or reviewed by a CPA in accordance with applicable laws and regulations.
31.(Deleted)
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 or emergency disposition suspending one of the directors or supervisors from the exercise of powers, or a provisional injunction ruling or emergency disposition suspending a director from the exercise of powers, making it impossible for the board of directors to exercise its powers.
35.Any matter required to be publicly disclosed and filed 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 disclosed and filed.
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 3 months after the day of the aforesaid occurrence.
38.Any matter required to be publicly disclosed and filed pursuant to the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company promulgated by official letter of the Competent Authority.
39.A financial holding company or a GTSM listed company that is a banking enterprise, securities enterprise, futures enterprise, or insurance enterprise as defined in Article 2 of the Organic Act Governing the Establishment of the Financial Supervisory Commission has had its authorization revoked by the competent authority or has been penalized by the competent authority for violation of relevant provisions of the Financial Holding Company Act, Banking Act, Insurance Act, or securities or futures-related regulations, or a financial holding company has lost its 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 has been ordered by the competent authority to make corrections within a prescribed deadline.
40.(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 share capital of a TWSE listed (or GTSM listed) subsidiary thereof; or where 70 percent of the total issued shares or total share 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 the generally accepted accounting principles (GAAP) endorsed by the competent authority, the differences in items between the accounting principles employed and the GAAP and the monetary amounts affected thereby, and the attesting CPA's opinions on the above-mentioned items.
49.Any of the circumstances set out in 15-26 of the GTSM 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 3 business days before the date on which trading resumes, public disclosure and filing shall be made of the following information for the demerged company and the transferee company of the demerger for the day prior to the record date of the demerger: the unaudited or CPA-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 the shareholders' equity or securities prices of a GTSM listed company.
If dishonor of negotiable instruments due to insufficient deposits referred to in subparagraph 1 of the preceding paragraph has occurred, the date of dishonor, number, monetary amount, and correspondent bank(s) of any dishonored negotiable instrument(s) not yet 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 tenth day of each month until remediation has been carried out. If there is inability to redeem an issued matured bond, the monetary amount and quantity unredeemed and status of negotiations with creditors as of the end of the preceding month, cash budget statement for the current month, and status of execution of the cash budget statement for the preceding month shall be input by the tenth day of each month until redemption has been completed in full.
With respect to a resolution by the board of directors to carry out a merger or consolidation, 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 shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major subsidiary" in these Procedures means a subsidiary that meets the conditions set out in Article 2-1, paragraph 2 of the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants. If a GTSM listed company's subsidiary that is non-TWSE listed, non-GTSM listed, and has not registered its stock as emerging stock encounters any circumstance in the subparagraphs of paragraph 1 that require reporting by the subsidiary, the GTSM listed company shall report it on behalf of the subsidiary. |