| Article 1 |
These Procedures are adopted pursuant to Article 8, paragraph 5 of the Taipei Exchange Rules Governing Securities Trading on the TPEx.
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| Article 2 |
In these Procedures, "material information" of a securities investment trust enterprise (SITE) or futures trust enterprise (FTE) means any of the matters listed below that arises with respect to a SITE or FTE or to a TPEx listed exchange-traded fund (ETF) issued by it:
- Dishonor of a negotiable instrument due to insufficient funds, blacklisting by a financial institution, or other loss of creditworthiness.
- A litigious or non-litigious matter, administrative disposition, administrative litigation, or a motion for provisional attachment or provisional injunction or enforcement thereof, has resulted from business operations or from the execution of job duties by an associated person, and has had a material effect on the SITE's or FTE's financial or business affairs.
- An application for reorganization has been filed in court.
- Any change to the any of the directors, supervisors, or general manager, or dismissal of all the independent directors.
- For a reason other than an internal adjustment at the accounting firm of the attesting CPA, there has been a change of an attesting CPA of either the SITE or FTE or a securities investment trust fund or future trust fund managed thereby.
- Resolution by the board of directors to suspend or resume operations.
- Resolution by the board of directors to dissolve or merge; or, after a resolution by the board of directors in favor of merger, any subsequent resolution to void the merger during the merger process; or failure to complete a merger by the contractually stipulated date.
- Resolution by the board of directors to transfer all, or a major portion of, the business or assets.
- Resolution by the board of directors to accept transfer of all, or a major portion of, the business or assets of another party.
- A SITE or FTE has been dissolved, or had its approval voided or revoked, or it has mismanaged a securities investment trust fund or futures trust fund, and for this reason another SITE or FTE approved by the Financial Supervisory Commission (FSC; "competent authority") has assumed relevant business of the original SITE or FTE or a fund transferred from the original SITE or FTE; or the competent authority has arranged for another SITE or FTE to assume the business or fund; or a securities investment trust contract or futures trust contract of the SITE or FTE has been terminated because no other SITE or FTE was willing to assume it.
- Amendment of a securities investment trust contract or futures trust contract.
- Change of SITE, FTE, or custodian institution.
- Termination of a securities investment trust contract or futures trust contract and handling of post-termination matters.
- Matters relating to the distribution of residual assets after liquidation of a fund, and the results of liquidation.
- Matters regarding the convening of a general meeting of beneficial owners, and the content of its resolutions.
- Purchase of real estate from a related party.
- Matters regarding resolutions by the board of directors to distribute fund income.
- Any re-filing and public disclosure of the regular annually filed internal control system statement due to any change in the content thereof; or obtaining of the Internal Control Special Audit Report for the special audit of internal controls conducted by the CPA.
- Any material event of internal control fraud, non arms-length transaction, or defalcation of assets.
- Failure to publicly announce or file annual financial reports within the required timeframe.
- Any objection raised by an independent director against a policy resolution of the board of directors.
- The available net asset value per beneficiary unit of securities investment trust funds or futures trust funds for the most recent business day is zero or a negative number.
- Any application by a SITE or FTE to the competent authority to carry out a split or reverse split of the beneficial certificates of a securities investment trust fund or futures trust fund managed by it, and the content of the approval or rejection by the competent authority.
- A futures trust fund has any circumstance set out in any paragraph of Article 16 to Article 18 of the Taipei Exchange Rules Governing Trading of Exchange-Traded Fund Beneficial Certificates.
- Other matters sufficient to influence the continued operations of the enterprise, or the rights and interests of the beneficial owners of any securities investment trust fund or futures trust fund it manages.
"Related party" in subparagraph 16 of the preceding paragraph means a juristic person controlled by the same party as the SITE or FTE, or with which the SITE or FTE has a relationship of mutual control.
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| Article 3 |
A SITE or FTE shall input the content or explanations of material information into the TPEx-designated Internet reporting system within the filing deadlines set forth in the following subparagraphs:
- With the exceptions of the circumstances in subparagraphs 22 and 24, when any circumstance set forth in the subparagraphs of Article 2, paragraph 1 exists, the information shall be input prior to the beginning of trading hours on the first business day following the date of occurrence or the date on which it is reported in the mass media; provided that where a news release is issued prior to that time, the relevant information shall be input at the same time as the news release is issued.
- When any circumstance set forth in Article 2, paragraph 1, subparagraph 22 exists, the information shall be input 2 hours prior to the beginning of trading hours on the date of filing the available net asset value per beneficial unit for the most recent business day.
- When any circumstance set forth in Article 2, paragraph 1, subparagraph 24 exists, the information shall be input prior to the beginning of trading hours on the date that the standard is met with respect to the cumulative decline in the available average net asset value per beneficial unit or net asset value per beneficial unit as set out in Article 16 to Article 18 of the Taipei Exchange Rules Governing Trading of Exchange-Traded Fund Beneficial Certificates; provided that where a news release is issued prior to that time, the relevant information shall be input at the same time as the news release is issued.
- Upon discovering that there has been a mass media report regarding any circumstance set forth in the subparagraphs of Article 2, or that matters reported are factually inaccurate, an explanation regarding that information shall be input prior to the first business day after the day on which the media report is published.
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| Article 4 |
When deemed necessary, the TPEx may inquire with the spokesperson or acting spokesperson of a SITE or FTE regarding an issue discovered by the TPEx or raised and evidenced by an investor that the SITE or FTE has failed to publicly announce any material information listed in Article 2, in which event, the SITE or FTE shall input its statement regarding the inquiry into the TPEx-designated Internet reporting system within the deadline set by the TPEx.
"Within the deadline set by the TPEx" in the preceding paragraph means if the SITE or FTE receives a TPEx inquiry by fax or telephone by 12:30 p.m. on a given business day, it shall input its statement into the TPEx-designated Internet reporting system by market close on the same day; if the SITE or FTE receives a TPEx inquiry by fax or telephone after 12:30 p.m. on a given business day, it shall input its statement into the TPEx-designated Internet reporting system by 5 p.m. on the same day.
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| Article 5 |
To ensure the accuracy and universal availability of information, a SITE or FTE may not privately announce any information prior to a public announcement of material information.
Material information reported by a SITE or FTE shall state in detail what has occurred and why. It shall further estimate the impact thereof, and indicate the measures to be taken in response.
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| Article 6 |
If a SITE or FTE, with just cause, is unable to input material information into the TPEx-designated Internet reporting system and instead uses a "Public Disclosure Statement of Material Information by a Securities Investment or Futures Trust Enterprise of a TPEx Listed Exchange-Traded Fund" to report material information, the TPEx may publicly announce the material information in accordance with applicable requirements or disclose it through the TPEx information transmission system. The TPEx may also transmit photocopies of the aforesaid form to securities brokers for public posting at their place of business, and display it at the TPEx reading room for reference by the investing public.
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| Article 7 |
If a SITE or FTE violates these Procedures, the TPEx may, as the situation merits, impose a penalty of NT$30,000. If additional disclosure is required, the TPEx shall notify the SITE or FTE in writing to do so within two days from the date on which such written notification is received. If that deadline is not met, the TPEx may impose a penalty of NT$10,000 per day until the date on which the disclosure is made. If a penalty is imposed, the payment shall be remitted to the TPEx within five days after receiving notification from the TPEx of the penalty.
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| Article 8 |
These Procedures, and any amendment hereto, shall be publicly announced and enter into force after approval by the competent authority.
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