| Article 1 |
These Rules are adopted pursuant to Article 2 of the Contract for TPEx Trading of Securities, Article 2 of the Contract for TPEx Trading of Managed Stock, Article 2 of the Contract for TPEx Primary Listing of Stock of a Foreign Issuer, Article 2 of the Contract for TPEx Secondary Listing of Stock of a Foreign Issuer, Article 2 of the Contract for TPEx Trading of Taiwan Depositary Receipts, and Article 2 of the Contract for Over-the-Counter (OTC) Trading of Foreign Bonds.
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| Article 2 |
All filings of information with the Taipei Exchange (TPEx) via the internet information system by a TPEx listed company, or by a TPEx secondary listed company that issues stock or Taiwan Depositary Receipts (TDRs), and all required disclosures of information on the website of a TPEx listed company, shall be done in full compliance with these Rules. Except where otherwise provided by laws and regulations, the provisions regarding TPEx listed companies in these Rules shall apply to TPEx primary listed companies.
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| Article 3 |
The information that a TPEx listed company is required to file regularly with the TPEx and the deadlines for filing the information are as follows:
- The electronic versions of financial reports, the XBRL (eXtensible Business Reporting Language) format of financial reports, balance sheet, statement of comprehensive income, cash flow statement, statement of changes in equity, CPA audit report (including key audit matters) or review report, name of attesting CPA, and matters disclosed in the notes to the financial report: The deadlines shall be the same as those for the public disclosure and filing of the financial report for each quarter pursuant to laws and regulations. A TPEx listed company that has issued securities outside of the Republic of China (ROC) shall simultaneously file the English language version of the CPA audit or review report and the name of the attesting CPA (the English name registered on the passport).
- (Deleted)
- (Deleted)
- Information on business volume and unaudited income: Information on business volume for the preceding month shall be filed by the tenth day of each calendar month. If the TPEx listed company voluntarily makes public disclosure of statistical summaries of operating revenues for all goods and business, it shall file such information for the preceding month by the 20th day of each calendar month and shall continue to do so until the end of the current fiscal year. If the TPEx listed company voluntarily discloses its unaudited income, it shall file the information by the end of the month following the close of the current month (or quarter), and shall continue to publicly disclose the information until the end of the current fiscal year. Yearly unaudited income information may be filed within 45 days after the end of the current fiscal year. The unaudited income information shall include the unaudited operating income and income before tax up to the current month (quarter). If the difference between the accumulated amount of the unaudited income before tax in any quarter or any fiscal year and the amount audited (reviewed) by the CPA is 20 percent or more, the reason for the difference shall be filed within 2 business days after the deadline for public disclosure of the financial report for the given quarter or fiscal year.
- Table of limit amounts and itemized details of loans of funds and endorsements and guarantees of the TPEx listed company and its subsidiaries: By the tenth day of each month, file the information for the preceding month.
- Explanation of any significant change in financial ratios, financial analysis data: The deadline shall be the same as for public disclosure and filing of the annual financial report pursuant to laws and regulations.
- A TPEx listed company that has invested in the Mainland Area shall file information on its Mainland Area investments: The deadlines shall be the same as those for the public disclosure and filing of the financial reports for each quarter pursuant to laws and regulations.
- When a TPEx listed company carries out a cash capital increase, issues corporate bonds, or privately places securities, it must file a quarterly fund utilization statement within 10 days after the close of each quarter after receiving effective registration for the capital increase plan or collecting in full the share money (subscription price) of the private placement.
A TPEx listed company that offers and issues or privately places domestic corporate bonds shall report any changes during the preceding month within 10 days of the close of each month.
A TPEx listed company that offers and issues or privately places overseas stocks, depositary receipts, or corporate bonds shall file a report of any changes up to the 15th day of the month by the 20th day of the same month, and shall additionally file a report of any changes up to the end of the given month within 5 days after the end of that month.
For a TPEx listed company that offers and issues or privately places corporate bonds: (1) During the duration of the corporate bonds from the issuance date to the maturity date, the unaudited figures for the preceding quarter shall be input within one month after the end of each quarter, while unaudited yearly figures shall be input within 45 days after the end of the fiscal year. The finalized figures shall be input when the CPA-audited or CPA-reviewed financial report is input. (2) During the period within the duration of corporate bonds beginning 1 year prior to maturity or the date on which creditors may redeem the bonds, the unaudited figures for the preceding month shall additionally be input by the end of each month. (3) An issuer of corporate bonds, during the period within the duration of the bonds beginning 6 months before their maturity or the date on which creditors may redeem the bonds, shall input by the tenth day of each month information on the sources of and related explanations regarding the funds raised and kept in custody for redemption of the corporate bonds as required under Article 248, paragraph 1, subparagraph 5 of the Company Act.
- Information regarding appointment or dismissal, or changes in shareholding, or creation or release 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 filed 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 filed by the 15th day of each month; (3) the information on any creation or release of pledge shall be filed by the company within 5 days after the creation or release 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.
- A TPEx listed company that has invested in an overseas subsidiary shall file information on its overseas subsidiary investments: The deadlines shall be the same as those for the public disclosure and filing of the financial reports for each quarter pursuant to laws and regulations. If a subsidiary is listed on an overseas securities market, the TPEx listed company shall, by the 20th day of each calendar month, file the content, in Chinese or as translated into Chinese, of the information publicly disclosed by the subsidiary on the overseas securities market in the preceding month.
- Financial information: The company shall file information for the preceding month by the end of each month.
- Relevant information on the TPEx listed company and the corporate group to which it belongs: The company shall report this information by the deadline for submission via mail of each quarterly financial report; information on any increases, decreases, or other changes in the company’s affiliated enterprises shall be input within 2 days of the change.
- Annual information on the numbers of employees and employee benefits expenditures for ROC TPEx listed companies: The information shall be reported within 3 months after the conclusion of the fiscal year.
- Consolidated balance sheet and consolidated statement of comprehensive income covering the TPEx listed company's affiliates, and the CPA's secondary review report: The deadline shall be the same as that for the public disclosure and filing of the annual financial report pursuant to laws and regulations.
- Table of maximum number of shares and monetary amount thereof that the TPEx listed company can buy back: Input within 1 day after the legally prescribed deadline for public announcement and filing of each quarterly financial report.
- Information on derivatives trading engaged in by the TPEx listed company and by any of its subsidiaries whose shares have not been publicly issued domestically: By the tenth day of each calendar month, file the information for the preceding month.
- A TPEx listed company that issues employee stock option certificates shall report: (1) Information on executed and unexecuted employee stock option certificates for the preceding fiscal year; (2) names, stock option certificates acquired, and an aggregate summary of the subscription status of domestic and foreign managerial officers and department or branch institution supervisors who obtained stock option certificates during the preceding fiscal year and at any time prior to the end of the preceding year; (3) apart from the personnel in item (2), for domestic and foreign personnel who rank among the top ten in terms of the number of shares to which they have subscription rights through employee stock option certificates acquired during the preceding fiscal year, the names of the personnel, the stock option certificates acquired during the preceding fiscal year and at any time prior to the end of the preceding year, and an aggregate summary of the subscription status: report within 15 days of the close of each fiscal year; (4) status of subscription of stock option certificates by domestic and foreign managerial officers and department and branch office chiefs: file the information for the preceding quarter within 10 days after the close of each quarter
- Where any director, supervisor, or major shareholder holding 10 percent or more of a TPEx listed company is a juristic person, information on the directors, supervisors, and major shareholders holding 10 percent or more of such juristic person: Report the information on any changes by 31 July of each year.
- Information on the main current positions and main experience of any independent directors of the TPEx listed company, and whether they serve as a director or supervisor in any other company(ies), and the board meeting attendance (or attendance in a non-voting capacity) and continuing professional development record of all directors and supervisors: By the 15th day of each month, file the information on any changes for the preceding month.
- A TPEx listed company that issues securities domestically or overseas shall report its Declaration of Conversion, Exchange, or Exercise of Warrant Rights of Domestic (Overseas) Securities: Report the information for the preceding month by the 5th day of each month.
- Distribution of employee profit-sharing compensation to managerial officers: Report distributions for the most recent fiscal year within 1 month after the close of each business year.
- Information on the top ten suppliers/customers of goods of the TPEx listed company: The deadlines shall be the same as those for the public disclosure and filing of the financial reports for each period pursuant to laws and regulations.
- Basic data on the industrial classification of the TPEx listed company: The deadlines shall be the same as those for the public disclosure and filing of the financial reports for each period pursuant to laws and regulations.
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- Information on the remuneration of directors and supervisors: By the deadline for publishing and filing annual financial reports under the law, file the information on remuneration paid to directors and supervisors for the most recent fiscal year; provided, that if the figure filed for any employee profit-sharing compensation for distribution to directors is a proposed figure, the actual figure shall separately be filed within 10 days after the close of the fiscal year.
- Information on the liability insurance that the TPEx listed company enrolls for its directors and supervisors: The insurance enrollment information shall be filed by the 15th day of the month after the date the policy takes effect.
- Important trading information between the TPEx listed company and related parties: By the end of the following month file the acquisition or disposal of assets, purchases of goods, sales of goods, receivables, and payables between the TPEx listed company and related parties, after offsetting the transactions between the parent and the subsidiaries, as of the preceding month. If the discrepancy between the cumulative amount filed for each quarter and the amount as audited (reviewed) by the CPA reaches 20 percent and exceeds NT$10 million, the reason for the discrepancy shall also be filed within 15 days after the deadline for the public disclosure of the financial report for the current quarter.
- Information on the annual internal control system statement: The internal control system statement shall be filed within 3 months after the close of the business year.
- Monthly report on the liquidity of stocks in the ROC of a foreign issuer that is a TPEx primary listed company, and monthly report on the liquidity of bonds in the ROC of a foreign issuer: By the tenth day of each calendar month, file the information for the preceding month.
- Information on a change in managerial control: in the event of either of the following circumstances specified in the Determination Standards for Article 12-1, paragraph 1, Subparagraph 17 of the TPEx Trading Rules: (1) if there is a change in managerial control without any material change in the scope of business, then for two years beginning from the quarter in which the change in managerial control occurs, by the end of each month, file the status of changes in the unaudited operating information for the preceding month; (2) if there is a change in managerial control and also a material change in the scope of business, then by the end of each month, file the unaudited ratio of net income before tax to share capital for the preceding month, and continue to make such public disclosure until compliance is achieved with Article 12, paragraph 4, subparagraph 5, or Article 12-1, paragraph 2, subparagraph 3 or 4 of the TPEx Trading Rules.
- Information on annual employee benefits and salary and compensation:
- Information on salaries of full-time employees in non-management positions: A domestic TPEx listed company shall file the information, including the electronic file of the Checklist of Information on Salaries of Full-Time Employees in Non-Management Positions signed or sealed by a CPA, within 4 months after the close of the fiscal year.
- Employee benefit policies and measures to safeguard employee interests: A TPEx listed company shall file the information within 4 months after the close of the fiscal year.
- A corporate social responsibility report and the link to such report on the company website: shall be filed within the deadline as specified in the Regulations Governing Preparation and Filing of Corporate Social Responsibility Reports by TPEx Listed Companies. When any content in the above-mentioned report or the link to the company website is changed, input the changed data within 2 days after the fact of the change occurs.
- A TPEx primary listed company shall, within the deadline for the public disclosure and filing of the annual financial report, file information including its production and sales operation locations.
- Any other information required on any matter as specified in a public announcement or notice by the TPEx shall be filed within the prescribed deadline.
The information that a TPEx listed company is required to file on an irregular basis with the TPEx and the deadlines for filing the information are as follows:
- Financial forecast information: Public disclosure and filing obligations are the same as are set forth in the Criteria Governing the Public Disclosure of Financial Forecast Information by Public Companies adopted by official letter of the competent authority.
- Public disclosure and filing of the date of holding a shareholders meeting: Shall be filed with the TPEx at least 12 trading days before the date of suspension of changes to entries in the shareholders' register. However, if there exists any circumstance referred to in Article 10, paragraph 3 of the TPEx Trading Rules, for which the reason has been stated in a public announcement, the company may make a supplementary public announcement with respect to the amount of dividends and bonuses to be distributed or rights to be allocated at least 40 days prior to the date of the shareholders meeting. If, based on the laws and regulations of the country of its registration, a TPEx primary listed company is unable to deliver notices of the convening of the shareholders meeting more than 30 days before the meeting, it shall make a supplementary public announcement at the latest 31 days before the date of the shareholders meeting. In addition, a company whose fiscal year is the calendar year shall by the 15th day of March each year, and a company whose fiscal year is not the calendar year shall within 75 days after the end of each fiscal year, preliminarily proceed to file the date for holding of the regular shareholders meeting for the current year, and if after filing there is any change to the date on which the meeting is to be held, shall change the filed date before the public disclosure and filing of the regular shareholders meeting.
- Dividend distributions: Input 2 hours before the opening of trading hours on the business day next following the resolution or proposal by the board of directors or ratification by the shareholders meeting.
- Public disclosure and filing of the record date determined by the company for distribution of dividends, bonuses or other benefits, and the date for distribution of cash dividends: Shall be filed with the TPEx at least 12 trading days before the date of suspension of changes to entries in the shareholders' register. For a cash capital increase, the public disclosure and filing shall first be conducted at the above-mentioned time, and the subscription price per share shall be input in a supplementary manner within one day after close of market on the sixth business day before the ex-rights date.
- Basic company information and capital formation process of the TPEx listed company: Input within 2 days after a change in basic company information or completion of capitalization amendment registration.
- Capital increase or issuance of corporate bonds: Basic information on the capital utilization plan, items of the plan, and utilization benefits shall be input within 1 day after effective registration, and any change in relevant information shall be filed within two days from the date of change.
Private placement of securities: (1) Relevant information shall be reported within 2 days following the resolution by the board of directors. (2) Relevant information shall be reported within 2 days following the actual price determination date of the placement and within 15 days following the date for completed payment of the share money or subscription price. (3) When a placee is a company insider, and sells his or her company shares within 3 months either before or after the date for completed payment of the share money or the subscription price, the related information shall be reported within either 15 days after the date for completed payment or within 2 days after the sale occurs.
Offering and issuance or private placement of corporate bonds: The bond issue information and the plan for raising funds for redemption of the corporate bonds and the method of their custody as required by Article 248, paragraph 1, subparagraph 5 of the Company Act shall be reported within 2 days after the completion of capital raising through the offering or within 15 days after the date for completed payment of the share money or |
| Article 3-1 |
Issuers of TPEx traded corporate bonds (including ordinary corporate bonds, convertible corporate bonds, exchangeable corporate bonds, corporate bonds with warrants, and corporate bonds after the exercise or detachment of corporate bonds with warrants) and financial bonds shall input the relevant information into the TPEx-designated information reporting website within the time limits prescribed below and within the time specified by the TPEx:
- Bond issuance information and any change in that information: Issuance information files shall be established at least 3 business days before the date on which TPEx trading begins; after issuance, any change in that information shall be filed by the tenth day of each month.
- The resetting of the interest rate of floating rate bonds: After resetting, the most recently calculated interest rate shall be filed within the first business day after the date on which the interest rate was reset.
- A change in credit rating: Shall be filed on the first business day after the date the credit rating is changed.
- A change in the trustee, the composition of the security or collateral, or the guarantor: Shall be filed within 3 business days after the decision for the change.
- Interest and redemption payment operations conducted pursuant to the previously adopted issuance plan: Shall be filed 7 business days before the interest or redemption payment date.
- The prepayment of principal, retirement, or redemption before maturity, or any foreseeable change in the issuance balance not specified in the previously adopted terms and conditions of issuance for the corporate bonds: Shall be filed 7 business days before the change in issuance balance.
- The actual change, pursuant to the preceding subparagraph, in the issuance balance: Shall be filed within 1 business day after the actual change in issuance balance.
- When the issuer decides to exercise repurchase rights or when creditors may exercise early redemption rights: Shall be filed within the time limit specified in the issuance rules; if the issuance rules do not specify the relevant time limit, shall be filed within the next business day after the issuer decides to repurchase the bonds or no less than 10 business days before creditors may begin exercising early redemption rights.
- The bond's book closure period: Shall be filed no less than 12 business days before the beginning date of the bond's book closure period.
- The convening of a bondholders meeting and meeting resolution matters: Shall be filed within 2 business days after the receipt or sending of the bondholders meeting notification, and within 2 business days after a bondholder meeting resolution.
- A change of company name: Shall be filed within 30 days after the competent authority grants approval.
- When TPEx trading of the bonds is suspended or terminated:
- The termination of TPEx trading at maturity: Shall be filed in the period after the TPEx's public announcement of the termination of trading at securities firms' places of business and before the bond's maturity.
- If TPEx trading is terminated due to the repurchase, or redemption, of the full amount before maturity, or if the principal is repaid in full due to another factor: Shall be filed within 2 business days after the principal is repaid in full.
- The termination of TPEx trading when the full amount is converted to, exchanged or subscribed for, common shares: Shall be filed within 2 days after the full amount is converted, exchanged, or subscribed.
- The suspension or termination of TPEx trading: Shall be filed within 3 business days beginning from the date on which the notice from the TPEx is received.
- Bonds are converted from certificated to uncertificated form: Shall be filed within 2 days beginning from the date of actual occurrence.
- When bonds that are not TPEx listed are issued, the issuance information of those bonds: Shall be filed within 30 days after the bonds are issued.
- Status of bond conversions, exchanges, and subscriptions: Information for the preceding month shall be filed by the 5th day of each month.
- Matters regarding convertible and exchangeable corporate bonds and corporate bonds with warrants that may be converted into, exchanged for, or used to subscribe common shares: Shall be filed no less than 12 business days before the date on which conversion, exchange, or subscription may begin.
- The first actual submission of an application by a holder of convertible or exchangeable corporate bonds or corporate bonds with warrants to convert into, exchange for, or subscribe to common shares: Shall be filed on the day that the creditor's application is accepted for processing.
- The period during which bond conversion, exchange, or subscription is suspended: Shall be filed 12 business days before the scheduled book closure date for stocks for the convening of a regular or special shareholders meeting; shall be filed 5 business days before the date an application for registration of change is submitted to the Ministry of Economic Affairs to effect a change of par value per share of stock; shall be filed 20 business days before the book closure date for the issuance of bonus shares, the distribution of cash dividends, the subscription of new shares resulting from a cash capital increase, or other book closure date pursuant to law.
- Adjustment of the conversion, exchange, or subscription price: Shall be filed within the next business day after the issuer's decision to either adjust or not adjust the conversion price.
- Information regarding bondholder rights and obligations: Shall be filed on the business day following the actual date of occurrence, unless otherwise provided by relevant act or regulation.
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| Article 3-2 |
An issuer of TPEx traded financial asset securitization beneficial securities, asset-backed securities (ABS), or real estate asset trust ("REAT") beneficial securities shall input the relevant information into the TPEx-designated information reporting website within the time limits prescribed below:
- The issuance information regarding beneficial securities and asset backed securities and any change in that information: Issuance information files shall be established not less than 1 business day before the date on which TPEx trading begins, and after issuance, changes to that information shall be filed by the tenth day of each month.
- Resetting of the interest rate for floating rate beneficial securities or asset-backed securities: The most updated interest rate calculation shall be filed within 1 business day after the date on which the interest rate is reset.
- Interest and redemption payment operations conducted pursuant to the previously adopted issuance plan: Shall be filed 7 business days before the interest and redemption payments dates.
- A change in credit rating: Shall be filed on the next business day after the date on which the credit rating changes.
- Prepayment of principal, retirement, or redemption before maturity, or any foreseeable change in the issuance balance not specified in the issuance terms and conditions previously adopted by the issuer: Shall be filed 7 business days before the change in issuance balance.
- The actual change in the issuance balance pursuant to the preceding subparagraph: Shall be filed within the next business day after the actual change in issuance balance.
- Any change to the asset trust securitization or asset securitization plan, or the REAT plan: Shall be filed within the next business day after the resolution or after the Competent authority grants approval or the filing becomes effective.
- Convening of a meeting of beneficial owners or holders of asset-backed securities, and meeting resolution matters: Shall be filed 12 business days before the date on which the meeting is convened, and within 1 business day after a meeting resolution, respectively.
- When TPEx trading of beneficial securities or asset-backed securities is suspended or terminated:
- If TPEx trading is terminated due to full repayment of principal at maturity, or repurchase or redemption of the full amount before maturity, or full repayment of principal due to other factor: Shall be filed within 2 business days after receipt of the TPEx notification of approval to terminate TPEx trading.
- Suspension or termination of TPEx trading of beneficial securities or asset-backed securities: Shall be filed within 3 business days after the date on which the notice from the TPEx is received.
- A change of company name: Shall be filed within 30 days after approval by the Competent authority.
- Information regarding the rights and obligations of beneficial security and asset-backed security holders: Shall be filed on the next business after the actual date of occurrence, unless otherwise provided by relevant act or regulation.
- Information regarding the asset pool: Shall be filed within 5 business days after each payment date; if no payment is executed in a given month, it shall be filed by the tenth day of the following month.
- If the type of asset pool is vehicle loans, house mortgages, claims under leases, credit cards, receivables, bonds, or securities loans, the following items shall be filed:
- Interest and redemption payment for beneficial securities.
- Principal balance.
- Analysis of the nature of the principal balance.
- Interests.
- Whether there are any accounts with non-performing loans and the history of receivables.
- If the type of asset pool is business loans, in addition to the above-mentioned items, the "top 10 clients whose corporate loans accounts for 5 percent or more of the total loans."
- If the type of asset pool is other loans or trust beneficial interests, the following items shall be filed:
- Interest and redemption payment for beneficial securities.
- Principal balance.
- Analysis of the nature of the principal balance.
- Interests.
- If the type of asset pool is real estate, or real estate-related rights, the following items shall be filed:
- Interest and redemption payment for beneficial securities.
- Lease status.
- Top 10 leasing clients.
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| Article 3-3 |
An issuer of TPEx traded company warrants shall input the relevant information into the TPEx-designated information reporting website by the deadlines specified below:
- Warrant issuance information and any change in that information: Issuance information files shall be established at least 3 business days before the date on which TPEx trading begins; after issuance, any change in that information shall be filed by the tenth day of each month.
- A change of company name: Shall be filed within 30 days after the competent authority grants approval.
- Upon suspension or termination of TPEx trading of company warrants:
- The termination of TPEx trading at expiration: Shall be filed in the period after the TPEx's public announcement of the termination of trading on the TPEx market and before the expiration of the company warrants.
- If TPEx trading is terminated due to the subscription of the full quantity of the common shares: Shall be filed within 2 business days after the date on which the full quantity has been subscribed.
- When application is made to the TPEx for termination of TPEx trading once the balance outstanding is lower than 10 percent of the total amount originally issued: Within 2 days after receipt of notice from the TPEx.
- The first actual application by a holder of company warrants for exercise for subscription of common shares: Shall be filed on the day that the holder's application is accepted for processing.
- Company warrant subscription status: The information for the preceding month shall be filed by the fifth day of each month.
- Period during which company warrant subscription is suspended: Shall be filed 12 business days before the scheduled book closure date for stock for the convening of a regular or special shareholders meeting; or shall be filed 20 business days before the book closure date for the issuance of bonus shares, the distribution of cash dividends, the subscription of new shares resulting from a cash capital increase, or other book closure date pursuant to law.
- Adjustment of the subscription price: Shall be filed within the next business day after the issuer's decision to either adjust or not adjust the subscription price.
- Information regarding the rights and obligations of company warrant holders: Shall be filed on the business day next following the actual date of occurrence, unless otherwise provided by relevant law or regulation.
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| Article 3-4 |
The disclosure of information in relation to NTD-denominated foreign bonds issued by an issuer whose stock or TDRs are neither listed on the TPEx nor on the TWSE is subject, mutatis mutandis, to the provisions of the TPEx Rules Governing Management of Foreign-Denominated International Bonds.
The disclosure of information in relation to NTD-denominated foreign bonds issued by an issuer that does not meet the description in the preceding paragraph and is a TPEx (or TWSE) primary listed company or TPEx (or TWSE) secondary listed company is subject, mutatis mutandis, to the provisions of Article 3-1 of these Rules.
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| Article 3-5 |
Regularly published information that a TPEx secondary listed company issuing stock or TDRs is required to file with the TPEx and the deadlines for filing the information are as follows:
- Financial report and balance sheet, statement of comprehensive income, and statement of cash flows: Shall be publicly disclosed at the same time as is required by the laws and regulations of the home country or country of listing of the TPEx secondary listed company, provided that the annual data shall be publicly disclosed no later than 6 months after the end of each fiscal year; if the laws and regulations of the home country or country of listing of the foreign issuer do not provide for relevant requirement, and the foreign issuer voluntarily discloses its first and third quarter financial reports, it shall disclose in full the financial reports, and continue the disclosure at least until the end of the next fiscal year, and these reports shall also be publicly disclosed at the same time.
- Explanations of material changes in financial ratios and financial analysis data of the TPEx secondary listed company: Shall be input at the same time as the public disclosure of the annual financial report for the home country or country of listing.
- Information on juristic-person directors and supervisors, and major shareholders holding a stake of 10 percent or more, of the TPEx secondary listed company: Shall be input within 1 month after the regular or special shareholders meeting, provided that if an earlier deadline for public disclosure and filing is imposed under the laws and regulations of the home country or country of listing, public disclosure and filing with the TPEx shall be done at the same time as required by those laws and regulations.
- Information on the remuneration of directors and supervisors of the TPEx secondary listed company: Shall be input at the same time as the public disclosure of the financial report for the home country or country of listing.
- The closing price and trading volume on the foreign securities exchange or securities market of the securities represented by the TDRs, and the ROC's foreign exchange market interbank closing rate for the preceding business day: Shall be input on the "current (same) day" as the closing information for the foreign securities exchange or securities market.
- Number of units of TDRs redeemed after issuance: By the tenth day of each calendar month, file the information for the preceding month.
- A TPEx secondary listed company that offers and issues securities, with the exception of a domestic secondary public offering of stock or sponsored issuance of TDRs using shares that have already been issued and are held by its shareholders, shall, after obtaining effective registration, conduct the following matters: (1) Within 10 days after the end of each quarter, input the quarterly report on the plan for cash capital increase or sponsored issuance of TDRs and utilization of funds; (2) when any content is changed in the plan, input the changed data within 2 days after the change takes place; (3) when the plan is changed and within 10 days after the end of each quarter, request the original lead underwriter to provide evaluation opinion on progress in implementation of the funds utilization plan, the legitimacy of the purpose of the unused funds, and whether there has been any departure from the capital utilization plan.
A TPEx secondary listed company that issues corporate bonds in the ROC, during the duration of the corporate bonds and within the period 6 months before the maturity date or the date on which creditors may redeem the bonds, shall input by the tenth day of each month the fund raising plan for redemption of the corporate bonds and the method of custody of the redemption funds, and the sources, and specific explanations thereof, of the funds needed to repay the corporate bonds.
- Where a TPEx secondary listed company issues overseas stocks, overseas depositary receipts, or overseas corporate bonds, a report shall be made by the 20th day of each month on any changes up to the 15th day of that current month, and an additional report shall be made within 5 days after the end of each month on any changes up to the end of the preceding month.
- Monthly Report on the Liquidity and Redemption of TDRs: By the tenth day of each calendar month, file the information for the preceding month.
- Information regarding other matters as announced or notified by the TPEx shall be filed by the prescribed deadline.
Irregularly published information that a TPEx secondary listed company that issues stock or TDRs is required to file with the TPEx and the filing deadlines are as follows:
- Dividend distributions for the current fiscal year: Input 2 hours 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 of the foreign issuer.
- Capital formation process of the TPEx secondary listed company: Input within 1 day after completion of capitalization amendment registration in the home country or country of listing.
- Public disclosure and filing of acquisition or disposal of assets by the TPEx secondary listed company: Shall be publicly disclosed and filed at the same time as is required by the laws and regulations of the home country or country of listing of the TPEx secondary listed company.
- Public disclosure and filing of the holding of a shareholders meeting of the TPEx secondary listed company (including general meetings of beneficiaries): Shall be input at least 12 business days before the date of suspension of changes to entries in the shareholders' register or the register of holders of TDRs or bonds; the public disclosure and filing of special shareholders meeting shall be input at least 5 business days before the date of suspension of changes to entries in the register of holders; provided that if an earlier deadline for public disclosure and filing is imposed under the laws and regulations of the home country or country of listing, public disclosure and filing with the TPEx shall be done at the same time as required by those laws and regulations.
- Public disclosure and filing of the record date fixed by the TPEx secondary listed company for distribution of dividends, bonuses, or other benefits: Shall be input at least 12 business days before the date of suspension of changes to entries in the shareholders' register or the register of holders of TDRs or bonds, provided that if an earlier deadline for public disclosure and filing is imposed under the laws and regulations of the home country or country of listing, public disclosure and filing with the TPEx shall be done at the same time as required by those laws and regulations.
- Table of dispersion of shareholding or of TDRs of the TPEx secondary listed company: Shall be input within 20 days after the regular or special shareholders meeting, provided that if an earlier deadline for public disclosure and filing is imposed under the laws and regulations of the home country or country of listing, public disclosure and filing with the TPEx shall be done at the same time as required by those laws and regulations.
- Shareholders meeting annual report and meeting materials of the TPEx secondary listed company: Shall be disclosed at the same time as any deadline that is imposed for public disclosure and filing with the competent authority, securities exchange, or securities market under the laws and regulations of the home country or country of listing of the TPEx secondary listed company. The electronic files of the aforementioned annual report of the regular shareholders meeting shall be transmitted to the TPEx-designated information reporting website within the deadline fixed by the competent authority in the Table of Items that Foreign Securities Issuers are Required to Announce and File with the Securities and Futures Commission When Offering and Issuing Securities.
- Material information as regulated under the TPEx Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities: The content or explanation of relevant information shall be input into the TPEx-designated information reporting website by the deadline required under those Procedures.
- Table of investment and shareholding by overseas Chinese, foreign, and mainland Chinese investors: Shall be input at the time of (1) issuance of new shares for capital increase, (2) reissuance within the original authorized issuance amount, (3) capital reduction, (4) merger or consolidation, (5) bonus share distribution, (6) initial TPEx listing, (7) holding of a regular shareholders meeting. The deadlines for filing of each item shall be as prescribed under the filing procedures for investment and shareholding by overseas Chinese, foreign, and mainland Chinese investors.
- Sponsoring the issuance of TDRs through cash capital increase: Input the plan's basic information for the filing of cash capital increase within 1 day after the approval by the competent authority, and update any changes to any relevant information in a timely fashion.
- Financial and business information disclosed in an investor press conference: A TPEx secondary listed company shall follow the procedures set out in Article 3, paragraph 2, subparagraph 14.
- Repurchase of TDRs by a foreign issuer: Shall be input within 2 days counting inclusively from the date of occurrence of the fact when the resolution is made to repurchase, when the repurchase period expires or the repurchase is completed, when the repurchased TDRs have cumulatively reached 2 percent of the total number of already issued TDRs, or when the number of outstanding units is less than 6 million units.
- Information regarding other matters as announced or notified by the TPEx shall be filed by the prescribed deadline.
A TPEx secondary listed company that issues stock or TDRs shall, in accordance with paragraphs 1 and 2, input any of the aforementioned information into the TPEx-designated information reporting website. The content of the report may follow the scope permitted by the laws and regulations of the home country or country of listing. With the exception of the information that shall simultaneously be entered in both Chinese and English under subparagraph 11 of the preceding paragraph, the remaining content of the primary version of the report shall be in Chinese, to which an English version may additionally be attached. The TPEx secondary listed company may also authorize its agent in the Republic of China to handle the filing of information with the TPEx.
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| Article 3-6 |
If the paid-in capital as of the last day of the most recent fiscal year of a TPEx listed company, or the aggregate percentage of its shares held by foreign investors and mainland Chinese investors as recorded in the shareholders' register at the time it convenes a regular shareholders meeting in the most recent year, meets certain standards, it shall file an English electronic version of the following information:
- Shareholders meeting agenda handbook and supplemental materials: Shall be filed 21 days before a regular shareholders meeting or 15 days before a special shareholders meeting.
- Annual report to shareholders and annual financial report: Shall be filed 7 days before the date on which a regular shareholders meeting is convened. If the annual report is to be used as a supplemental material to the agenda handbook for the shareholders meeting, the annual report shall be filed 21 days before the regular shareholders meeting.
The timelines and standards applicable to the preceding paragraph are as follows:
- From 2020, paid-in capital of NT$10 billion or more as of the last day of the most recent fiscal year, or aggregate shareholding percentage of foreign investors and Mainland Chinese investors of 30% or more as recorded in the shareholders' register at the time a regular shareholders meeting is convened in the most recent year.
- From 2021, paid-in capital of NT$2 billion or more as of the last day of the most recent fiscal year.
- From 2023, paid-in capital of NT$600 million or more as of the last day of the most recent fiscal year.
The content of the English electronic versions of information referred to in paragraph 1 shall match the content of the corresponding Chinese versions of information filed under Article 3.
If the company's stock has no par value or has a par value other than NT$10 per share, for the calculation of the paid-in capital of NT$10 billion under paragraph 2, a net worth of NT$20 billion shall be substituted; for the calculation of the paid-in capital of NT$2 billion, a net worth of NT$4 billion shall be substituted; for the calculation of the paid-in capital of NT$600 million, a net worth of NT$1.2 billion shall be substituted.
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| Article 3-7 |
If the paid-in capital as of the last day of the most recent fiscal year of a TPEx listed company meets a certain standard, it shall, within 75 days from the end of the fiscal year, file the electronic file of its unaudited financial information for that fiscal year as passed by the board of directors. The unaudited financial information mentioned above shall include at least the balance sheet, statement of comprehensive income, statement of changes in equity, and cash flow statement.
The timelines and standards applicable to the preceding paragraph are as follows:
- From 2022, paid-in capital of NT$10 billion or more as of the last day of the most recent fiscal year.
- From 2023, paid-in capital of NT$2 billion or more as of the last day of the most recent fiscal year.
- From 2024, applicable to all TPEx listed companies.
If the company's stock has no par value or has a par value other than NT$10 per share, for the calculation of the paid-in capital under the preceding paragraph, the provisions of Article 3-6, paragraph 4 shall apply.
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| Article 4 |
A TPEx listed company shall report all relevant information pursuant to Article 3 to the TPEx via the Internet.
The specific content of information filings pursuant to the preceding paragraph shall follow the filing format separately prescribed by the TPEx.
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| Article 4-1 |
A TPEx listed company shall establish a company website. The content of the website shall include a section dedicated to stakeholders.
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| Article 5 |
If any information filed by a company with TPEx listed securities is found to be erroneous, Article 6 of these Rules shall be followed, and the correct data shall be input to rectify the error immediately after receiving notice from the TPEx.
There may not be any misrepresentation, nondisclosure, or misleading presentation in any information filed by a company with TPEx listed securities and publicly disclosed via a relevant information system of the TPEx or provided for the reference of the competent authority. In the event there is any misrepresentation, nondisclosure, or misleading presentation, the company with TPEx listed securities shall bear all responsibility.
A company whose stock is being listed on the TPEx for the first time shall input the following data within 2 days after the TPEx listing date:
- Basic data of the company and its major subsidiaries.
- The relevant data specified in Article 3, paragraph 1, subparagraphs 1 and 4 and paragraph 2, subparagraph 3 of these Rules for the current fiscal year and the preceding 2 fiscal years.
- The relevant data specified in Article 3, paragraph 1, subparagraph 6 of these Rules for the preceding 2 fiscal years.
- The relevant data specified in Article 3, paragraph 1, subparagraphs 5, 7, 8, and 10 for the most recent quarter.
- The relevant data specified in Article 3, paragraph 2, subparagraph 1 of these Rules for the current fiscal year.
- The relevant data specified in Article 3, paragraph 1, subparagraph 11 of these Rules for the most recent month.
- The relevant data specified in Article 3, paragraph 1, subparagraph 18 and paragraph 2, subparagraph 11 of these Rules from the most recent meeting.
- Data on changes in shareholding of internal personnel for the 5 years prior to TPEx listing.
- The relevant data specified in Article 3, paragraph 1, subparagraph 19 of these Rules.
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| Article 6 |
If a TPEx listed company violates these Rules or any information it files is erroneous, the TPEx may impose a penalty of NT$10,000; provided, however, that if the error or omission was discovered by the competent authority, the TPEx, or an investor and is verified upon investigation, the TPEx may impose a penalty of NT$30,000;
When a penalty is imposable on a TPEx listed company under the preceding paragraph, the TPEx may impose on a case-by-case basis a penalty pursuant to the following provisions:
- Where the cumulative number of penalties within the most recent year has reached two, a penalty of NT$50,000 will be imposed.
- Where the cumulative number of penalties within the most recent year has reached three or more, or if the circumstances in an individual case are due to intent or material deficiency, a penalty of not less than NT$50,000 and not more than NT$200,000 will be imposed.
- In the event of a violation that has been assessed by the TPEx and found to have a material impact on shareholders' equity or securities prices, a penalty of not more than NT$1 million may be imposed outright.
Regarding the above matters ,the company shall make supplementations or corrections within 2 business days after delivery of the notification letter from the TPEx. A company failing to make supplementations or corrections by the deadline shall be subject to a further penalty of NT$10,000 for each trading day beyond the deadline until the time of supplementation or correction. Additionally, where a TPEx listed company has committed a serious violation of these Rules, the TPEx may make dispositions pursuant to Article 12 or 12-1 of the TPEx Trading Rules.
If any information input pursuant to these Rules by a TPEx listed company, a TPEx primary listed company, or a TPEx secondary listed company that issues stock or TDRs, is in violation of the Taipei Exchange Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities, the matter shall additionally be handled pursuant to Article 15 of those Procedures.
The TPEx will disclose on the Market Observation Post System any penalty imposed on a TPEx listed company, TPEx primary listed company, or TPEx secondary listed company for a violation of these Rules.
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| Article 7 |
Under this System, 5 years of data are retained in principle; however, for cash capital increases and issues of corporate bonds, overseas depositary receipts, overseas corporate bonds, and overseas stock, 3 years of data are retained after completion of the plan.
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| Article 8 |
The TPEx may, as it deems necessary, set up a special area on its designated Internet information filing system, and publish thereon summarized financial information obtained from the information filed by TPEx securities companies, to bring the information to the attention of investors; the items of financial information to be so published shall be determined by the TPEx.
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| Article 9 |
These Rules, and any amendments hereto, shall be implemented upon approval and recordation by the competent authority.
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