| Article 19 |
A GISA company shall continue to receive counseling through the public integrative counseling mechanism coordinated and operated by the TPEx.
In view of the industry to which the company belongs, its special features as a company, and its current stage of development, the TPEx may continue to plan and offer relevant courses for study by the company, and as necessary, may also from time to time conduct on-site counseling.
|
| Article 20 |
When a GISA company carries out a cash capital increase through the GISA board capital raising system, with respect to any shares for which employees or shareholders waive their right to subscribe, the full number of such unsubscribed shares shall be offered for subscription by investors through the GISA or for subscription by institutional angels only, and the procedures shall be carried out in accordance with related laws and regulations after the TPEx has examined all the relevant information on capital utilization and the basis for price setting in the plan for the cash capital increase.
A GISA company, within 5 business days from the date on which it has confirmed the number of shares for which subscription rights were waived by employees and shareholders and that it has not arranged for subscription by specified persons, shall input information on its cash capital increase into the TPEx's designated information reporting website in the format required by the TPEx. Investors may commence subscription only after review by the TPEx and disclosure through the GISA for a period of no less than 5 business days.
The GISA company shall be solely responsible for any error, omission, or misrepresentation in the information on its cash capital increase disclosed through the GISA.
The total amount of capital stock offered by a GISA company for subscription by investors through the GISA within the most recent year, counting retroactively from the first day on which its cash capital increase information was disclosed through the GISA and including the amount currently offered, may not exceed NT$30 million. The above NT$30 million restriction does not apply, however, when the company had already obtained a letter of recommendation or an "Innovation and Creativity Opinion Letter" from a recommending agency at the time of application for GISA registration.
During the period when a GISA company carries out a cash capital increase, it may neither provide explanations nor issue any forecasting information regarding its business or finances.
|
| Article 21 |
When a GISA company offers for subscription by investors through the GISA or for subscription by institutional angels only the full number of shares for which subscription rights were waived by employees or shareholders, and for which subscription by specified persons was not arranged, subscription by investors shall be handled in accordance with Article 16 applied mutatis mutandis. The provisions of Article 13-1 and Article 17 apply mutatis mutandis when a GISA company undertakes capital raising procedures through the GISA.
|
| Article 22 |
A GISA company shall input the following information, in the format required by the TPEx, into the TPEx-designated information reporting website:
- Basic company information, including a company overview, basic information on the directors, supervisors, and management team shall be input within 5 days after the time when the company knows of any change in the above.
- Information on company insider shareholdings shall be input by the 15th of each month.
- The dates of regular and special shareholders meetings, and the period during which the amendment of entries of the shareholders register is suspended: Shall be input at least 5 business days prior to the period during which the amendment of entries of the shareholders register are suspended.
- A business report, annual financial statement, and the surplus earning distribution or loss off-setting proposals submitted for recognition by a regular shareholders meeting shall be input at least 10 days prior to the date on which the regular shareholders meeting is convened. The annual financial statements may include simply a condensed balance sheet and condensed statement of comprehensive income.
- Dividend distribution shall be input on the business day following the resolution by the board of directors or confirmation by the shareholders meeting.
- Shareholders meeting minutes shall be input within 20 days after the shareholders meeting.
- The date of record for the company's decision to distribute dividends, bonuses, or other benefits and the period during which changes to entries in the shareholder register are suspended shall be input at least 5 business days prior to the period during which changes to entries in the shareholder register information is suspended.
- Information on a cash capital increase:
- Information on a board of directors resolution for a cash capital increase through a new share issue shall be input within 5 days after the date of the resolution.
- Information on capital raising through the GISA: A company that uses the GISA board capital raising system to carry out a cash capital increase shall enter the information into the system within 5 business days from the date of confirmation of the waiver of subscription rights by employees and shareholders and of no subscription arrangement with specified persons.
- Points of the capital raising plan and its progress: Shall be input within 10 days after the date of full collection of the share prices for the capital raising. Any changes in related information shall be entered into the system within 5 days from the time of the change.
- Quarterly statement on utilization of capital raised: Shall be input within 20 days after the conclusion of each respective quarter.
No misrepresentation, concealment, or information sufficient to mislead others may be contained within the information reported pursuant to any subparagraph of the preceding paragraph.
|
| Article 23 |
If any of the following circumstances applies to a GISA company, it shall enter the related information into the TPEx designated information reporting website, in the format required by the TPEx, within 5 days from the date of occurrence of the event, with the exception that in the case of a GISA company whose GISA registration is terminated pursuant to Article 27 of these Regulations, it shall enter the information by the next business day following the TPEx's public announcement of the termination:
- It has had a negotiable instrument dishonored due to insufficient funds, been blacklisted by a financial institution, or has otherwise experienced a loss of creditworthiness.
- The company has experienced any major litigious or non-litigious matter, administrative disposition, administrative dispute, conservatory proceeding, or compulsory execution matter with a material effect on the finances or business of the company.
- The company makes a major cut in production or undergoes a full or partial work stoppage, leases company plant or important equipment to others, or creates a pledge on all or a major portion of its assets, with a material impact on company business.
- The occurrence of any circumstance under Article 185, paragraph 1 of the Company Act.
- Any change in chairman or general manager.
- The signing of a plan for business cooperation or an important contract, or any alteration, termination, or rescission of such a plan or contract, with a material effect on the finances or business of the company.
- A resolution by the board of directors for a capital increase through a new share issue or the record date of a capital increase, or a material change in the preceding.
- A resolution by the board of directors to file with the competent authority for registration of supplementary procedures for classification as a public company.
- A board of directors or shareholders meeting resolution to apply for termination of GISA registration.
- Explanation and concrete plan for corrections, and status of subsequent corrections, required to be disclosed for any irregular events pursuant to Article 13-1, paragraph 4 or or Article 26, paragraph 2 of these Regulations.
- Suspension of the company's qualification for capital raising through the GISA pursuant to Article 26 or Article 27 of these Regulations, or a material change in any of the preceding matters.
- Occurrence of a disaster, group protest, strike, environmental pollution event, or any other material event, with a material effect on the finances or business of the company.
- Any other circumstances with a material effect on shareholder equity.
When any of the circumstances of the preceding paragraph apply to a GISA board company and it has not issued an announcement of material information, the TPEx may notify the GISA company by fax, telephone, or e-mail to enter related information into the TPEx-designated information reporting website within a specified deadline.
No information reported pursuant to the subparagraphs of paragraph 1 may contain any descriptions of an exaggerated nature or that resemble advertising or promotional language, nor may they involve misrepresentation, concealment, or misleading statements.
To ensure that information is accurate and publicly available to all, a GISA company may not privately disclose information prior to a public announcement of material information.
If a GISA company has reported material information and there is a material change in the information due to subsequent developments, the company shall immediately update or provide supplementary information in accordance with the same provisions as the original report.
|
| Article 24 |
If an error is found in information reported by a GISA company, then upon discovery of the error or notification from the TPEx, the company shall immediately enter the correct information.
When information reported by a GISA company contains misrepresentations, it will be handled pursuant to the relevant provisions of these Regulations and the GISA company will solely bear the related legal liability.
|
| Article 25 |
In the event of violation of Article 19 to Article 24 of these Regulations by a GISA company or discovery of any irregularity by the TPEx, the TPEx, following the principle of counseling, may notify the GISA company to make corrections within a given time period, to provide related supplementary material or explanations, to supply an internal review report, or to assign personnel to attend relevant educational courses. In the case of a material or intentional violation of the above provisions, or evasion or refusal of counseling or auditing by the TPEx, the TPEx, depending on the seriousness of the situation , may impose a penalty of from NT$10,000 to NT$30,000, suspend its qualification for capital raising through the GISA, or terminate its GISA registration.
A GISA company on which a penalty is imposed pursuant to the preceding paragraph shall pay the penalty to the TPEx within 5 days after receiving the TPEx notification.
|
| Article 26 |
If any of the following circumstances applies to a GISA company, the TPEx may publicly announce suspension of its qualification to undertake capital raising through the GISA, effective from the second business day following the date of public announcement:
- The company fails to publicly disclose and file an annual financial statement, or its annual financial report has not been audited and attested by CPAs.
- The company fails to convene a regular shareholders meeting by the deadline set in the Company Act.
- The company fails to publicly announce material information in accordance with these rules, and fails to correct the matter within a prescribed deadline.
- The company fails to abide by an undertaking or commitment made by it.
- The company is involved in a material instance of evasion or refusal of TPEx’s counseling or audit.
- The company materially violates the Company Act or these Regulations.
- Dishonor of a negotiable instrument by a financial institution because of insufficient funds on deposit.
- Other circumstances under which the TPEx deems it necessary to suspend the company's qualification for capital raising through the GISA.
If a GISA company has its qualification for capital raising through the GISA suspended by the TPEx pursuant to the preceding paragraph, it shall report to the TPEx by letter an explanation of the events under the preceding paragraph and its concrete plan for corrections. Unless the TPEx disagrees with its explanation or plan and terminates its GISA board registration pursuant to Article 27 of these Regulations, the GISA company shall issue material information disclosures concerning the aforesaid explanation and plan, and the status of the subsequent corrections, pursuant, mutatis mutandis, to Article 23 of these Regulations. The TPEx, depending on the status of the subsequent corrections, may reinstate, from the next business day following the public announcement of the reinstatement, its qualification for capital raising through the GISA, or terminate the counseling.
|
| Article 27 |
Given any of the following circumstances with respect to a GISA board company, the TPEx may publicly announce the termination of its GISA board registration from the second business day following the date of announcement:
- The company files with the competent authority for effective registration of supplementary procedures for classification as a public company.
- The company's qualification for capital raising through the GISA pursuant to the preceding article has been suspended for over 3 months, and the cause of suspension is not limited to the cause under the same subparagraph.
- The company's corporate registration is voided by the competent authority, or the company is dissolved by the competent authority.
- The company files with a court for bankruptcy or reorganization.
- The company's application documents, information, or explanations contain misrepresentations or important items are omitted.
- The company commits a material violation of the Company Act, these Regulations , or the Contract for Acceptance of Counseling and GISA Registration.
- The GISA company applies for termination, or there are other circumstances under which the TPEx deems it necessary to terminate the company's GISA registration.
|
| Article 27-1 |
A GISA company that will continue to be registered as a GISA company after it has been registered on the GISA board for three years shall engage a professional shareholder services agency, approved by the TPEx, to handle its shareholder affairs, and be solely responsible for any related fees of the shareholder services agency.
|
| Article 28 |
When the suspension of a GISA company’s qualification for capital raising through the GISA or the termination of its GISA registration is publicly announced by TPEx, the TPEx may discontinue any capital raising case by the GISA company through the GISA even if it is in progress, whereupon the subscriptions of any investors who have expressed intent to subscribe will lose validity; if the payment of the stock has already been made by investors, the company shall refund the payment with the interest accrued on the account, and shall bear the processing fees for remittance. However, if the payment has already been collected in full, the TPEx may opt not to discontinue the capital raising, and the company shall still complete information reporting, amendment of its company registration, and delivery of the physical share certificates if any are printed by the issuing company; if the issuing company does not print physical share certificates, it shall register its issued shares with a central securities depository in accordance with Article 161-2 of the Company Act.
|
| Article 29 |
These Regulations and their Attachments, and any amendments hereto, shall be publicly announced and enforced following approval by the president of the TPEx.
|