Article 26 |
The professional shareholder services agent engaged by an issuer, or its shareholder services unit by which it handles its own shareholder services, shall have personnel and facilities for handling shareholder services that all are in compliance with the Regulations Governing the Administration of Shareholder Services by Public Companies, and there shall have been no instance in the preceding 3 years in which, after a TDCC audit, the TDCC has made written suggestions for improvement, and it has failed to make improvements by the deadline. The issuer furthermore shall file a report with the TPEx and publicly disclose the place of business and name of the responsible person thereof, and shall do the same in the event of any change thereto. If an issuer changes its shareholder services agent, it shall file a report with the TPEx and make a public disclosure within 3 days from the day it obtains the letter of recordation from the TDCC. However, an issuer that has already engaged a professional shareholder services agent to process shareholder services may not take the handling of those services back into its own hands.
An issuer shall handle its shareholders services in accordance with the Regulations Governing Handling of Shareholder Services by Public Companies. However, this restriction shall not apply when the laws or regulations of the country in which a foreign issuer is registered provide otherwise.
An applicant filing (or applying) for TPEx trading of shares issued for a capital increase or shares reissued after a capital reduction shall obtain documentation evidencing registration of scripless share issuance.
|
Article 26-1 |
An issuer, throughout the ESM registration period, shall appoint and continuously maintain independent directors and a remuneration committee satisfying the conditions for application for registration under these Rules, and a majority of the members of the remuneration committee shall be independent directors.
If any independent director member of the remuneration committee is dismissed or departs from office, with the result that less than a majority of the members are independent directors, the board of directors shall appoint another independent director who is not a members to serve as such. However, if there is no other independent director who is not a members, the issuer, before it has held a by-election for independent director in accordance with Article 14-2, paragraph 6 of the Securities and Exchange Act, may first appoint a non-independent director to serve as a remuneration committee member until a newly elected independent director has been appointed by the board of directors to serve as a remuneration committee members.
|
Article 26-2 |
An issuer, throughout the ESM registration period, shall have taken out and continuously maintain liability insurance for its directors and supervisors with respect to their legally required liabilities for damages arising from their performance of duties during their term of office.
|
Article 27 |
In the event of a change in an issuer's corporate name, number of issued shares, or other matter that necessitates the exchange of share certificates, the issuer shall, after making such change in compliance with relevant laws and regulations, submit a filing to the TPEx concerning the share certificate exchange operations, submitting a Filing of Changes to the Content of Shares(Attachment 5 or Attachment 5-1) and related documentation.
Among the related documentation referred to in the preceding paragraph, the Plan for Exchange of Share Certificates shall specify the following particulars:
- The book closure period of the old shares is5 days. However, these restrictions do not apply where an extension of the book closure period is necessary as a result of an action taken under Article 168-1 of the Company Act or otherwise is approved by the TPEx.
- The period for which the trading of the old shares on the market shall be suspended in the event that the rights and obligations of the new shares and old shares are different due to capital decrease or other reason; the commencement day of the period shall be the second business day before the book closure date of the old shares.
- The record date of issuance of the new shares; according to Article 165 of the Company Act, the date shall be the 5th day counting inclusively from the book closure date of the old shares.
- The initial day of TPEx trading of the new shares and the day of termination of TPEx trading of the old shares shall be set on the same day.
After examining the documents submitted with the filing for exchange of share certificates and finding the content in compliance with relevant regulations, the TPEx shall issue a letter notifying the issuer to suspend any amendment to entries in the shareholders' register pursuant to Article 29 of these Rules.
If the issuer's company name has changed, within 3 years from the date of approval of the name change, all information on any of its issued securities and any other information required by law or regulation to be publicly disclosed shall be disclosed with both the new and the old name printed side-by-side, and on each day for 3 consecutive months after the name change, the company shall enter the information regarding the change of company into the TPEx-designated Internet information reporting system on a daily basis for public disclosure as material information.
|
Article 28 |
Where an issuer exchanges new shares for old ones as a result of a capital decrease, such issuer shall specify in its Plan for Exchange of Share Certificates that the new share exchange affairs shall be handled within 3 months from the date on which the TPEx approves the exchange plan, and subsequently shall faithfully implement the exchange of shares in accordance with the plan. If there is any likelihood of delay or any irregularity, the issuer shall notify the TPEx in writing before expiration of the time limit and copy its lead advisory recommending securities firms.
A domestic issuer or a foreign issuer, shall 3 business days or 5 business days, respectively, before the commencement of TPEx trading of the new shares exchanged as a result of the capital decrease, submit a filing and upload relevant documents on the TPEx-designated Internet information reporting system, and commence TPEx trading of the shares from the date they are delivered to shareholders.
An issuer may propose a date for commencement of TPEx trading of the new shares and file an application with the TPEx only where the number of exchanged shares has reached 30 percent of the total volume of its shares traded on the TPEx, or where this requirement of 30 percent of the total volume of its shares traded on the TPEx is not met, but the issuer makes a written undertaking that starting from the day that TPEx trading of the new shares commences the exchange procedures will commence and the old shares will be exchanged with new shares for settlement on the same day they are received.
Where the issuer does not make a written undertaking, the commencement date for trading new shares on the TPEx shall still be no later than the 30th day from the day on which the exchange of shares commenced. From the time of commencement of TPEx trading of the new shares, the issuer shall carry out exchange procedures whenever required and exchange the old shares with new shares for settlement on the same day they are received.
|
Article 29 |
Where an issuer suspends amendment of entries in the shareholders register in accordance with Article 165 of the Company Act or with the laws and regulations of the country of registration, it shall make a public disclosure on the TPEx-designated Internet information reporting system, 12 business days prior to the date for suspension of share transfer for the shareholders meeting.
A foreign issuer shall call a regular shareholders meeting within 6 months after the end of the accounting year. All shareholders shall be notified by 30 days before the convening of a regular shareholders meeting. If a foreign issuer, however, under the laws and regulations of the country of its registration, is unable to deliver the notice of the convening of the regular shareholders meeting by 30 days before the meeting, it shall deliver the notice to shareholders, at the latest, by 21 days before the meeting.
Where necessary in special circumstances, an issuer may, after publicly announcing the date and agenda for the shareholders meeting within the period provided in paragraph 1, then follow up, at least 40 days prior to the date of the shareholders meeting, with a supplementary public disclosure on the TPEx-designated Internet information reporting system of the amount of dividends and bonuses to be distributed or rights to be allocated. If a foreign issuer, however, under the laws and regulations of the country of its registration, is unable to deliver the notice of the convening of the regular shareholders meeting by 30 days before the meeting, it shall make the aforesaid supplementary public disclosure by 10 days before the latest date for delivery of the shareholders meeting notice under TPEx rules. When an issuer decides the record date for distributing dividends, bonus, or other rights, it shall make a public disclosure on the TPEx-designated Internet information reporting system at least 12 business days prior to the date for suspension of amendment of entries in the shareholders register.
If there is subsequently any change in abovementioned publicly disclosed information of an issuer, or the public disclosure is not made by the issuer within the time period specified by the TPEx, then the issuer shall bear full liability for any resultant trade dispute or damage suffered by a party to a trade.
|
Article 29-1 |
An issuer shall, within 20 days after a regular shareholders meeting, submit one copy of each of the annual report for the shareholders meeting and the self-examination statement of the annual report.
|
Article 29-2 |
A foreign issuer, before buying back its shares at the business place of a securities firm, shall carry out registration with the Taiwan Stock Exchange Corporation and obtain an identification number, and open an account for TPEx securities trading, pursuant to the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals and Article 46-5 of the Taipei Exchange Rules Governing Securities Trading on the TPEx.
A foreign issuer buying back its shares and retiring the shares shall, within 10 days counting inclusively from the date the share retirement procedures are completed, submit a filing and upload on the TPEx-designated Internet information reporting system, the board of directors meeting minutes containing the resolution for retirement, and a document certifying the retirement of the shares, issued by the competent authority of the issuer's country of registration. However, if the share retirement does not require approval from the competent authority of the country of registration, a letter of opinion issued by a lawyer or certified public accountant, or other document adequate to prove that the total number of the shares to be retired has been bought back, may be furnished instead.
|
Article 30 |
Within 4 months after the close of each fiscal year, a domestic issuer shall submit to the TPEx onecopy each of the annual parent company only financial report, consolidated financial report, and consolidated financial report of affiliates, audited and attested by the CPA; within 45 days after the close of the second quarter of each fiscal year, it shall submit to the TPEx one copy of the second quarter financial report reviewed by the CPA However, if a domestic issuer is a bank, bills finance company, financial holding company, insurance enterprise, securities firm, or futures commission merchant, it shall submit one copy of the financial reports audited and attested or reviewed by the CPA, as required by the competent authority.
In the case of a domestic issuer applying for TPEx listing or TWSE listing of its stock, it shall, during the period after the submission of the application and before the listing date, in accordance with the requirement for TPEx listed (or TWSE listed) companies and within the periods prescribed by the competent authority, file with the TPEx onecopy of the financial reports for the first and third quarters, reviewed by a CPA. However, it need not make such a filing if it has withdrawn the application or the application has otherwise been rejected.
|
Article 31 |
Within 4 months after the close of each fiscal year, a foreign issuer shall submit to the TPEx one copy of the annual financial report audited and attested by the CPA; within 45 days after the close of the second quarter of each fiscal year, it shall submit to the TPEx one copy of the second quarter financial report reviewed by the CPA. If it prepares its annual financial reports in accordance with Taiwan's Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards endorsed by the competent authority, it need not apply the provisions of Article 7, paragraph 1 of those Regulations concerning the preparation of annual parent company only financial reports, unless it otherwise is required to prepare parent company only financial reports by law or regulation of its country of registration, or it uses the parent company only financial report as a basis for distributing dividends, in which cases it shall additionally publicly disclose and submit its parent company only financial reports.
In the case of a foreign issuer applying for TPEx listing or TWSE listing of its stock, it shall, during the period after the submission of the application and before the listing date, in accordance with the requirement for TPEx listed (or TWSE listed) companies and within the periods prescribed by the competent authority, file with the TPEx one copy of the financial reports for the first and third quarters as reviewed by a CPA. However, it need not make such a filing if it has withdrawn the application or the application has otherwise been rejected.
The financial report referred to in paragraphs 1 and 2 shall comply with the following requirements:
- Its content shall be stated in units of New Taiwan Dollars.
- The Chinese language version shall govern; an English version may also be submitted in addition thereto.
- It shall be prepared in accordance with the International Financial Reporting Standards endorsed by the competent authority, US GAAP, or the International Financial Reporting Standards.
- It shall be produced using period-on-period comparison, and shall include balance sheets, statements of comprehensive income, cash flow statements, statements of changes in equity, and the notes or attachments thereto. The notes to the financial report shall state which accounting principles are employed. If they are prepared according to the International Financial Reporting Standards endorsed by the competent authority, then Taiwan's Regulations Governing the Preparation of Financial Reports by Securities Issuers shall govern, provided that Article 24 thereof need not be applied. If they are not prepared according to the International Financial Reporting Standards endorsed by the competent authority, then the differences in those standards and the International Financial Reporting Standards endorsed by the competent authority as applied in the period-on-period balance sheet and statement of comprehensive income account titles shall be disclosed, including any material discrepancies and the dollar amounts affected.
- It shall have an audit (or review) report issued by two Taiwan CPAs approved by the Competent Authority to perform attestation of financial reports for public companies; or have been audited and attested (or reviewed) by an international accounting firm that has a cooperative relationship with the aforesaid CPAs, and have an audit (or review) report that is issued by the Taiwan CPAs and that does not make reference to audit (or review) work by any other accountant.
- It shall be signed or stamped with the seal of the chairperson, managerial officers, and principal accounting officers, who shall also produce a declaration that the report contains no misrepresentations or nondisclosures.
- The CPAs, in the financial report of a company applying for TPEx primary listing or the financial report duly submitted by a foreign Emerging Stock company, shall expressly state that the auditing or review work has been planned and executed in accordance with Taiwan's Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Taiwan's Auditing Standards Committee's Engagement Standards.
|
Article 32 |
The TPEx may, in accordance with regulations or based on legitimate reasons, notify an issuer, its lead advisory recommending securities firm, or its attesting CPA to provide information in connection with the issuer or to explain the information or assessment opinion on the issuer by a certain deadline.
The issuer, its lead advisory recommending securities firm, or its attesting CPA shall bear sole liability for any misrepresentation or falsehood contained in any information or assessment opinion that it provides or explains to the TPEx under the preceding paragraph.
Where an issuer lacks a lead advisory recommending securities firm, the co-advisory recommending securities firm(s) of the issuer shall be subject mutatis mutandis to the provisions of the preceding two paragraphs that are otherwise applicable to its lead advisory recommending security firm.
Any procedures governing the TPEx's supervision over issuers' financial and business matters, auditing of their internal control systems, and other relevant matters shall be separately prescribed by the TPEx.
|
Article 33 |
An issuer shall input the following information into the TPEx-designated Internet information reporting system following the prescribed time limit and format:
- Basic information and the process of capital formation of the company and its major subsidiaries: The information shall be entered before the commencement of TPEx trading and within 2 days of any subsequent change thereto or after the completion of amendment registration of a change to capitalization.
- For the annual parent company only financial reports and consolidated financial reports and the second-quarter financial reports: the electronic financial reports, eXtensible Business Reporting Language (XBRL) file format, balance sheets, statements of comprehensive income, cash flow statements, statements of changes in equity, CPA audit (or review) reports, the names of the attesting CPAs, and relevant particulars disclosed in the notes to the financial report (related party transactions, loans of funds, and endorsements and guarantees). The filing deadlines shall be as set out in Article 30, paragraph 1, or Article 31, paragraph 1.
- In the case of an issuer applying for TPEx listing or TWSE listing of its stock, during the period after the submission of the application and before the listing date: The first-quarter and third-quarter electronic financial reports, eXtensible Business Reporting Language (XBRL) file format, balance sheets, statements of comprehensive income, cash flow statements, statements of changes in equity, CPA review report, and the names of the attesting CPAs. However, public disclosure is not required if the issuer has withdrawn the application or the application has otherwise been rejected. The filing deadlines shall be as set out in Article 30, paragraph 2, or Article 31, paragraph 2.
- Business turnover, statements of the limit amounts and itemized details of loans of funds and endorsements and guarantees, and derivatives transactions:
- Business turnover: The information of the previous month shall be disclosed by the 10th day of each month. If the issuer voluntarily discloses its self-assessed income information, the issuer shall file it by the end of the month following the close of the current month (or quarter), and the disclosure shall continue until the end of the current fiscal year. The self-assessed income information shall include the self-assessed three items of "operating income," and "net income before tax," and "comprehensive income" up to the current month (quarter). If the difference between the accumulated amount of the self-assessed comprehensive income in any quarter and the amount audited (reviewed) by the CPA is 20 percent or more, the reason for such difference shall be filed within 2 business days after the deadline for public disclosure of each quarterly financial report.
- Statements of the limit amounts and itemized details of loans of funds and endorsements and guarantees of the issuer and its subsidiaries: The information of the previous month shall be filed by the 10th day of each month.
- Information on any derivatives transactions engaged in by the issuer or any subsidiary thereof whose shares have not been publicly issued domestically: The information of the previous month shall be filed by the 10th day of each month.
- Information regarding new appointment or dismissal, or changes in shareholding, or creation or extinguishment of pledges on shareholding, of directors, supervisors, managerial officers, and greater than 10 percent shareholders (hereinafter "insiders"), and related persons thereof:
- any new appointment or dismissal of persons under this subparagraph shall be filed by the company within 2 days after occurrence of the fact;
- 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;
- the information on any creation or extinguishment of pledge shall be filed by the company within 5 days after the creation or extinguishment of the pledge."Related persons" in this subparagraph includes the spouses and minor children of insiders and any persons in whose name an insider holds stock.
- Voluntary disclosure of financial forecast information: An issuer disclosing financial forecast information voluntarily shall publicly disclose and file relevant matters in accordance with the provisions and deadlines set forth in the Regulations Governing the Publication of Financial Forecasts of Public Companies.
- Public disclosure and filing of the date of shareholders meetings: The date of the shareholders meeting shall be filed on the TPEx-designated Internet information reporting system at least 12 business days prior to the date for suspension of share transfer, provided that in the event of any circumstances set out in Article 29, paragraph 3, the issuer may make a supplementary public disclosure of the prescribed information at least 40 days prior to the date of the shareholders meeting. In addition, a company whose fiscal year is the calendar year shall by 15 March each year, and a company whose fiscal year is not the calendar year shall within 75 days after the end of each business year, preliminarily proceed to 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.
- Public disclosure and filing of the company's decision of the record date for distributing dividends, bonus, or other benefits and date for distributing cash dividends: Public disclosure shall be made on the TPEx-designated Internet information reporting system at least 12 business days prior to the date for suspension of amendment of entries in the shareholders register.
- Filing of information on investment in the Mainland Area: Shall be entered by the prescribed deadline for public disclosure and filing of the annual and second quarter financial reports.
- Filing of information on investment in overseas subsidiaries: Shall be entered by the prescribed deadline for public disclosure and filing of the annual and second quarter financial reports.
- 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.
- Table of investment and shareholding by overseas Chinese, foreign, and mainland Chinese investors: Input at the following times, and within the filing deadlines as prescribed under the filing procedures for investment and shareholding by overseas Chinese, foreign, and mainland Chinese investors:
- Issuance of new shares for capital increase.
- Public offering, issuance, or private placement of overseas depositary receipts (including new and old shares), overseas convertible bonds, and securities with warrants or overseas stock.
- Capital reduction.
- Merger/consolidation.
- Public tender offer.
- Distribution of employees' profit-sharing compensation, transfer of treasury stock, or issuance of stock warrants or new restricted employee shares to foreign employees.
- Initial registration as an Emerging Stock company or registration as an Emerging Stock company upon conversion into a newly incorporated company.
- Holding of a regular shareholders meeting.
- Change of par value.
- Filing of information on corporate bonds:
- Within 1 day following effective registration with the competent authority, enter the basic information, the information on the plan for the raising and method for custody of the funds for repayment of the corporate bonds required by Article 248, paragraph 1, subparagraph 5 of the Company Act and any other relevant information. In the case of an issuance of domestic corporate bonds, any changes during the preceding month shall be filed within 10 days after the end of each month. In the case of an issuance of overseas corporate bonds, in addition to a filing by the 20th day of each month of any changes up to the 15th day of the current month, a filing shall also be made within 5 days after the end of each month of any changes up to the end of the previous month.
- During the duration of the corporate bonds from the issue date to the maturity date, the unaudited figures for the preceding quarter shall be filed within 1 month after the end of each quarter, while the deadline for filing the unaudited yearly figures may be extended to 45 days after the end of the fiscal year, and the actual figures shall be filed at the same time as the CPA-audited or reviewed financial report is filed; during the duration of the corporate bonds in the period of 1 year before the maturity date or the date that creditors may exercise redemption rights, the unaudited figures for the preceding month shall be filed by the end of each month.
- During the duration of the corporate bonds in the period of 6 months before the maturity date or the date that creditors may request redemption, the issuer shall input by the 10th day of each month the source(s), and specific explanations thereof, of funds needed to repay the corporate bonds with respect to the plan for the raising and method for custody of the funds for the repayment as required to be filed under Article 248, paragraph 1, subparagraph 5 of the Company Act.
- Basic data on the industrial classification of the issuer: Shall be entered by the prescribed deadline for public disclosure and filing of the annual and second quarter financial reports.
- Filing of relevant content of shareholders meeting agenda handbooks, shareholders meeting proposals, and electronic files of shareholders meeting minutes, information on convening a shareholders meeting to nominate candidates for director or supervisor positions (including independent directors), and information on relevant procedures for convening a regular shareholders meeting to handle shareholder proposals:
- 30 days before convening a regular shareholders meeting or 15 days before a special shareholders meeting, the company shall file the electronic files of the notice of shareholders meeting, proxy form, and background and explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors or supervisors, and other matters on the shareholders meeting agenda; 21 days before convening the regular shareholders meeting, or 15 days before convening the special shareholders meeting, it also shall file the electronic files of the shareholders meeting agenda handbook and supplementary meeting materials; and 7 days before convening the shareholders meeting it shall file the annual report prepared in accordance with the requirements prescribed by the competent authority. If a foreign issuer, however, under the laws and regulations of the country of its registration, is unable to deliver the notice of the convening of the regular shareholders meeting by 30 days before the meeting, it shall file the electronic files of the notice of shareholders meeting, proxy form, and background and explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors or supervisors, and other matters on the shareholders meeting agenda by the latest date for delivery of the notice of the convening of the regular shareholders meeting under TPEx rules, and on the date on which the notice of the convening of the regular shareholders meeting is delivered, it also shall file the electronic files of the shareholders meeting agenda handbook and supplementary meeting materials.
- Status of resolutions on shareholders meeting proposals: for any proposal on which a resolution has been made, the information shall be filed within 2 days after the resolution.
- The shareholders meeting minutes shall be filed within 20 days after the conclusion of the shareholders meeting.
- Information on convening a shareholders meeting to nominate candidates for director or supervisor positions (including independent directors):
- Prior to the date of suspension of changes to the shareholders register, the acceptance of nominations and the working procedures shall be publicly disclosed.
- Within 2 days after the final day of the period for acceptance of nominations, a roster of candidates shall be publicly disclosed.
- Within 2 days after the resolution by the board of directors, 40 days prior to a regular shareholders meeting, or 25 days prior to a special shareholders meeting, whichever is earliest, the results of the board of directors' resolution, a roster of the candidates, and the reasons why any nominee has not been listed as a candidate shall be publicly disclosed. The roster of candidates shall include the candidate's name, education, experience, current position, name of the government entity or juristic person they represent, and voluntarily disclosed information (e.g., gender, etc.)
- Election results shall be publicly disclosed within 2 days following the election.
- Information on relevant procedures for convening a regular shareholders meeting to handle shareholder proposals:
- Prior to the date of suspension of changes to the shareholders register, the introduction of proposals and the working procedures shall be publicly disclosed.
- Within 2 days after the final day of the period for introduction of proposals, the content of any proposals shall be publicly disclosed.
- Within 2 days after the resolution by the board of directors or 30 days prior to a regular shareholders meeting, whichever is earlier, the results of the proposals and the reasons why any proposal has not been listed in a motion for consideration shall be publicly disclosed.
- For any proposal on which a resolution has been made at a regular shareholders meeting, the status of the resolution shall be publicly disclosed within 2 days after the resolution.
- Explanations of material changes in financial ratios and financial analysis data: The information shall be entered by the deadline for filing the annual financial report as required by the law.
- Information on cash capital increase and issuance of domestic and overseas corporate bonds: Basic information on the capital utilization plan, items of the plan, and utilization benefits, for capital increase or corporate bond issuance shall be input within 1 day after effective registration of the filing with the competent authority, and shall be filed within 2 days from the day of any change in the relevant information. Quarterly fund utilization statements shall be filed within 10 days after the end of each quarter.
- Declaration of Conversion of Domestic (Overseas) Securities: Input the information for the preceding month by the 5th day of each month.
- Public disclosure and filing of information on private placement of securities within the following time limits in accordance with the Directions for Public Companies Conducting Private Placements of Securities:
- Within 2 days from the date on which the board of directors makes the resolution.
- Where the placees are determined after the shareholders meeting notice is sent, within 2 days from the date the placees are determined.
- Within 2 days from the actual date of determination of the private placement price.
- Within 15 days from the date that payment of the share price or subscription price of the private placement has been completed.
- Within 10 days after the end of each quarter.
- If a placee is an insider of the company, and if the placee has sold or sells shares of the company within 3 months before or after the date on which the placee's payment of the share price or subscription price of the private placement has been completed, the company shall, within 15 days from the completion date of the payment of the share price or subscription price, or within 2 days from the occurrence of the event, file the relevant information.
- Information on changes in convertible corporate bonds: Enter the information on the day of adjustment to the conversion price or of change of other terms and conditions of issuance.
- Information on employee stock option certificates:
- Basic information on issuance, subscription method, and other matters shall be input on the day following the day of receipt of effective registration from the competent authority;
- information on actual status of issuance and other matters shall be input on the day following the date of issuance and on the day following the time of expiration of the issuance period;
- relevant information shall be input no later than the next day after any change to the issuance information;
- within 2 days from the day on which the board of directors resolves to buy back shares for purposes of exercise of employee stock option certificates, the company shall input the anticipated cost of acquiring the shares, the difference between the price of employee subscription to the shares and the cost of the company's acquisition of the shares, and the impact on shareholders' equity.
Issuance of new restricted employee shares:
- On the day following the day of receipt of effective registration from the competent authority, the company shall input the main content of the issuance rules and a description of the possible dilution of shareholders' equity;
- on the day following the day of issuance of the new shares, the company shall input the information on the issue;
- on the day following the time when employees meet the vesting conditions, the company shall input the information on the release of the restrictions on the new restricted employee shares;
- on the day following any recall or repurchase of the shares, the company shall input the information on the recall or repurchase.
- Financial and business information for investor conferences or conferences of the same nature convened or attended by invitation: The information of an investor conference or conference of the same nature convened by the issuer or the issuer is invited to attend shall be disclosed on the TPEx-designated Internet information reporting system, and the content of relevant financial and business information shall simultaneously be input in Chinese and English. For an investor conference or conference of the same nature that is to be held on multiple days in multiple sessions, where the content is the same, the content shall be filed no later than after the conference on the same day that it is first convened or attended, and need not be input again each day. When the issuer convenes on its own initiative, or is invited to attend, an investor conference or conference of the same nature, it shall comply with the following particulars:
- It may not do so during the trading hours of the TPEx, except under the following circumstances:
- A conference is convened during TPEx trading hours as a result of a time difference.
- It attends by invitation.
- Other circumstances for which it has made an application and the TPEx considers to be necessary circumstances.
- Relevant information including the date, time, and venue of the conference shall be publicly disclosed, at the latest, 1 day prior to the date of convening or 1 day prior to the date of attending of the conference.
- The complete press releases and financial and business information shall be input on the TPEx-designated Internet information reporting system, at the latest, on the day of conference. However, if the conference is convened or attended during trading hours, it shall be done during non-trading hours before the conference.
- The financial and business information disclosed in the conference may not go beyond the content of the information that has been filed.
- Any matter required to be publicly disclosed and filed pursuant to Articles 25, 31, and 32 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and Articles 22 and 25 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies: Information for matters falling under the requirements of Article 34 of these Rules shall be entered within the deadline for filing under that article; for those not falling under the requirements of Article 34, the information shall be filed according to the deadlines specified under the aforementioned Regulations.
- Information on acquisition or disposal of privately placed securities by an issuer or subsidiary thereof: The information shall be input within the deadline for filing under Article 34 of these Rules.
- Correction or supplement of financial reports: For any matters required to be corrected or supplemented in the CPA audited or reviewed financial report publicly disclosed and filed by the issuer, that must be publicly disclosed to the investors and that do not require a restatement of the financial report under Article 6 of the Securities and Exchange Act Enforcement Rules, the relevant information shall be input within 2 days after the occurrence of the fact.
- Information on the establishment of a functional committee under the Securities and Exchange Act: Input the information on
- the establishment or abolishment of the functional committee,
- the appointment (or election) of, or any change in, committee members, and
- the adoption of, or any change in, the relevant regulations and rules, within 2 days of the occurrence of the fact, and file the information on
- the state of operation of the functional committee, by the 15th day of the month following the convening of a committee meeting.
- Information on the annual internal control system statement: The internal control system statement shall be filed within 4 months after the end of the business year. In the event of any amendment thereto, the reasons for and content of the amendments shall be filed within 2 days counting inclusively from the date of passage by the board of directors.
- Information on the internal control system engagement report: The special audit report issued by the CPA shall be filed within 2 days after it is obtained.
- Any matter required to be publicly disclosed and filed pursuant to the Regulations Governing Public Tender Offers for Securities of Public Companies.
- Any accounting change required to be filed under the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry: The information shall be input 2 hours before the commencement of trading hours of the business day after the day the resolution is passed by the board of directors. When the application by a financial enterprise for an accounting change does not receive approval by the competent authority, the financial enterprise shall enter the information 2 hours before the commencement of trading hours of the next business day following the receipt of the notice from the competent authority.
- Explanatory chart of changes in major subsidiaries: The reason for the change shall be input within 2 days after the actual date of the change; the chart and related evidentiary documents shall be submitted in a filing to the TPEx within 5 days.
- Any matters required to be publicly disclosed and filed pursuant to Article 7, paragraph 1 of the Business Mergers and Acquisitions Act, and Article 7, paragraph 4 of the Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition: Shall be filed within the deadlines set out in the aforesaid Act and Regulations.
- Information required to be additionally disclosed by a venture capital company:
- At the close of trading hours of each business day, file on the same day the information on the fair value of any of its invested companies' securities that are TWSE or TPEx listed securities or Emerging Stock.
- By the end of each month, file its net worth per share, cash and cash equivalents balance, and invested company information of the preceding month.
- By the deadlines for public disclosure and filing of the second-quarter and annual financial reports, file the information of its invested companies.
- (Deleted)
- Information on profit-sharing compensation to employees and profit-sharing compensation to directors and supervisors: Shall be filed within 2 days after the board of directors' resolution. If the company has no profit or has no balance for distribution after deducting accumulated deficit from profit, and the board of directors has not adopted a related resolution, the information shall be filed within 2 days after the annual financial report is passed by the board of directors. If there is any discrepancy between such compensation and the estimated figure for the year these compensation expenses are recognized, the discrepancy, its cause, and how it is treated shall be filed within 2 days after the day the resolution is passed by the board of directors or within 2 days after the annual financial report is publicly disclosed.
- Information on the top 10 suppliers/customers of goods: File as publicly announced or notified by the TPEx, by the deadlines for public disclosure and filing of the financial reports for each period pursuant to laws and regulations.
- Matters required to be declared and publicly disclosed pursuant to the Regulations Governing the Declaration of Acquisition of Shares in Accordance with Article 43-1, Paragraph 1 of the Securities and Exchange Act:
- Initial declaration and public disclosure: If an issuer is an acquirer under the above Regulations, it shall input on its own within 10 days from the date of acquisition. If an issuer is a company whose shares are acquired under the above Regulations and the acquirer or, as the case may be, one of the acquirers is not a public company, the acquirer shall deliver the required reporting information to the issuer within 8 days from the date of acquisition, and the issuer shall input the information on behalf of the acquirer within 2 days from the day of receiving the information.
- Declaration and public disclosure of change: If an issuer is an acquirer under the above Regulations, it shall input on its own within 2 days from the date of change. If an issuer is a company whose shares are acquired under the above Regulations and the acquirer or, as the case may be, one of the acquirers is not a public company, the acquirer shall deliver the required reporting information to the issuer within 2 days from the date of change, and the issuer shall input the information on behalf of the acquirer 2 hours before the beginning of trading hours on the next business day following the day of receiving the information.
- Special declaration and public disclosure: If an issuer is a company whose shares are acquired, and the acquirer is a pension or insurance fund managed by the government, the acquirer shall, within 8 days from the shareholding calculation base date (30 June and 31 December of every year), deliver to the issuer the information that is required to be declared, and the issuer shall then input the information on behalf of the acquirer within 2 days from the day of receiving the information.
The declaration and public disclosure is complete once the information required to be declared under this subparagraph has been input to the MOPS.
- A foreign issuer shall, within the deadline for the public disclosure and filing of the annual financial report, file information including its production and sales operation locations.
- Information on any change of a director or the general manager of a foreign issuer: The information shall be filed by 2 hours before the beginning of trading hours on the next business day following the change.
- It shall have taken out and maintain liability insurance for its directors and supervisors with respect to their legally required liabilities for damages arising from their performance of duties during their term of office.
- An issuer that falls in any of the following circumstances and is notified in writing by the TPEx shall, by the 20th day of each month, publicly disclose and file the relevant financial information for up to the end of the preceding month:
- Falls within Financial Information Indicator 7 of the TPEx Principles for Handling Information Disclosure for Emerging Stock Companies on the Key Financials and Trading Information Section of the Market Observation Post System (MOPS).
- Falls within any of Financial Information Indicators 1 to 6 of the TPEx Principles for Handling Information Disclosure for Emerging Stock Companies on the Key Financials and Trading Information Section of the MOPS and furthermore its liquidity coverage ratio is low or it has had 3 consecutive years of losses.
- Any other circumstance necessitating regular public disclosure of financial information.
- 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 deadlines for filing information under the subparagraphs of the preceding paragraph shall be based on Taiwan time, and the content of the primary version of the filing shall be in Chinese, although an English version may also be attached. No misrepresentation, nondisclosure, or misleading presentation may be included in either the Chinese or English filed content referred to above. A foreign issuer may authorize its litigious and non-litigious agent to handle information filing.
If the laws and regulations of the country where a foreign issuer is registered do not require its filing, or there is some other reasonable cause as approved by the TPEx, the issuer need not publicly disclose and file the business turnover portion of the information in paragraph 1, subparagraph 4.
|
Article 33-1 |
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 issuers, to bring the information to the attention of investors; the items of financial information to be so published shall be determined by the TPEx.
|
Article 34 |
"Material information" of an issuer means the occurrence of any of the following events:
- Dishonor of a negotiable instrument due to insufficient deposits, annotation of settlement after dishonor of a negotiable instrument, refusal by a financial institution to honor a transaction, or any other loss of credit of the company or a responsible person, parent company, or subsidiary thereof.
- Any material effect on company finances or business resulting from a litigious or non-litigious matter, administrative disposition, contentious administrative procedure, or motion for provisional attachment or provisional injunction, or compulsory execution thereof, with respect to the company or a responsible person thereof; or the chairperson or a managerial officer of the company violates the Securities and Exchange Act, Futures Trading Act, Company Act, Banking Act, Insurance Act, Act Governing Bills Finance Business, Financial Holding Company Act, or Business Entity Accounting Act, or is indicted for a crime of corruption, malfeasance in office, fraud, breach of trust, or misappropriation.
- Any effect on company operations resulting from any serious decrease in production, complete or partial stoppage of work, leasing out of a company plant or principal equipment, or pledge or mortgage of all or a principal portion of company assets.
- Any circumstance set forth in paragraph 1 of Article 185 of the Company Act.
- Reorganization or bankruptcy procedure of the company or parent or subsidiary thereof, and any and all events occurring in the course of such procedure, including any petition made to a court or any notice given or ruling handed down by a court, or any ruling prohibiting transfer of shares or any precautionary measure ordered by a court under relevant laws such as the Company Act or the Bankruptcy Act, or any material change in any of the above matters.
- Appointment (or election) of, or change in, the chairperson, a general manager, a juristic-person director, supervisor, or representative thereof, an independent director, a natural person director or supervisor, or a member of a functional committee established under the Securities and Exchange Act, a change in one-third or more of directors, or departure of all independent directors from office, or where in the case of a foreign issuer there is no independent director with a household registration in Taiwan.
- Change of CPA for any reason other than internal adjustments within the attesting accounting firm.
- 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, or material progress in the development of a new product or new technology.
- Resolution by the board of directors for capital reduction, merger/consolidation, demerger (division), acquisition, share exchange, conversion, or transfer, dissolution, issue of new shares for capital increase, record date of capital reduction or cash capital increase, issue of corporate bonds, issue of employee stock option certificates, issue of new restricted shares for employees, issue of other securities, private placement of securities, change in the par value of its shares, 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, demerger, acquisition, or transfer of shares from another, to convene boards of directors or shareholders meetings and pass resolutions on the same day, or inability for any reason to convene a subsequent shareholders meeting of a company participating in a merger/consolidation, demerger, acquisition, or transfer of shares from another, or veto by either side of the proposal for merger/consolidation, demerger, acquisition, or transfer of shares from another; or resolution of the board of directors to cancel a merger/consolidation during the implementation of the merger/consolidation plan following the initial board resolution in favor of the merger/consolidation.
- Any matter required to be publicly disclosed and filed pursuant to the Regulations Governing Public Tender Offers for Securities of Public Companies, or any information received in relation to notification of a public tender offer, such as the public tender offer report form, public tender offer prospectus, and other relevant documents, as filed and publicly disclosed by the offeror.
- A change in company personnel, including company spokesperson, acting spokesperson, important operations officer (chief executive officer, chief operating officer, chief marketing officer, or chief strategy officer, or other officer at an equivalent level) litigious and non-litigious agent, chief financial officer, chief corporate governance officer, chief information security officer, chief accounting officer, chief research and development officer, or chief internal audit officer.
- 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 in the case of a company that has already published complete financial forecasts, the existence of any of the circumstances below, where such discrepancy is 20 percent or more and the amount affected reaches NT$30 million and 0.5 percent of paid-in capital, provided that in the case of a company whose stock has no par value or a par value per share other than NT$10, for the calculation of the aforesaid 0.5 percent of paid-in capital, 0.25 percent of equity attributable to owners of the parent company shall be substituted:
- Discrepancy between the unaudited comprehensive income publicly disclosed and filed within 1 month after the close of the fiscal year and the most recently publicly disclosed and filed comprehensive income forecast figure.
- Discrepancy between the actual figure for comprehensive income in the publicly disclosed and filed annual financial report and the forecasted figure.
- Discrepancy between the actual figure for comprehensive income in the annual publicly disclosed and filed annual financial report and the unaudited comprehensive income publicly disclosed and filed within 1 month after the close of the fiscal year.
- Resolution by the board of directors or a shareholders meeting to directly or indirectly carry out an investment plan of an amount reaching 20 percent of the company's paid-in capital and furthermore not less than NT$100 million, or any material change in any of the above matters. In the case of an issuer whose stock has no par value or a par value per share other than NT$10, for the calculation of the aforesaid 20 percent of paid-in capital, 10 percent of equity attributable to owners of the parent company shall be substituted.
- 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.
- Important resolution of a regular or special shareholders meeting.
- Occurrence of a material event of internal control-related fraud, non arms-length transaction, defalcation of company assets, or otherwise; or a search of the company is conducted under the law; or the chairperson or general manager is detained or is wanted under an arrest warrant.
- Occurrence of any of the following circumstances in acquisition or disposal of assets:
- The assets acquired by the company, or by a subsidiary thereof whose shares have not been publicly issued domestically, fall within the applicable scope of assets under Article 3 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, while the circumstances set forth in Article 31 or 32 of those Regulations requiring public disclosure are also present. However, exceptions are allowed under any of the following circumstances:
- The company has conducted a merger/consolidation, demerger (division), acquisition, or transfer of shares from another pursuant to subparagraph 9 of this paragraph.
- The company has already carried out public disclosure of an acquisition or disposal of privately placed securities pursuant to subparagraph 18 of this paragraph.
- The company acquires or disposes of publicly offered open-ended funds of any kind or financial planning products issued by a commercial bank that mature within 3 months and have principal protection.
- The information is information on derivatives trading that is to be filed by the 10th of each month.
- The company incurs unrealized losses from derivatives trading that amount to 3 percent or more of equity attributable to owners of the parent company.
- Information on acquisition or disposal of privately placed securities by the issuer or subsidiary thereof.
- Any endorsements/guarantees that the company is required to publicly disclose and file pursuant to Article 25 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
- Any loans of funds to other persons that the company is required to disclose and file pursuant to Article 22 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
- Occurrence of a disaster, group protest, strike, environmental pollution event, cyber security event, or any other material event, resulting in any of the following circumstances:
- where it causes material damage or impact to the company;
- where a relevant authority orders suspension of work, suspension of business, termination of business, or revokes or voids a relevant permit;
- where the company receives an administrative fine reaching NT$100,000 or more for one single event.
- Resolution by the board of directors (or a shareholders meeting) to permit a managerial officer (or director) to engage in competitive conduct; or knowledge by the company that a managerial officer is operating business of the same kind independently or on behalf of another person or that a director engages in conduct within the company's scope of business independently or on behalf of another person, and the investment or business engaged in by the managerial officer or director is a Mainland-area enterprise, and there is any failure to duly obtain permission from the board of directors (or shareholders meeting); or there is any material change in any of the above matters.
- Dishonor of a negotiable instrument, petition for bankruptcy, reorganization, or other similar circumstance with respect to a related party or principal debtor of the company or a joint and several guarantor thereof; inability by a principal debtor in favor of whom the company has made an endorsement or guarantee to settle a matured negotiable instrument, loan, or other debt.
- Failure by the company to publicly disclose or file a financial report within a prescribed time limit; an error or omission in a financial report prepared by the company, with respect to which Article 6 of the Securities and Exchange Act Enforcement Rules requires a correction to or a restatement of the financial report; the attesting certified public accountant (CPA) issues an audit report or review report indicating substantial uncertainty about the company’s ability to continue as a going concern, or issues an audit report containing an opinion other than an unqualified opinion on a publicly disclosed and filed financial report; or a CPA issues a review report containing a conclusion other than an unqualified conclusion on a publicly disclosed and filed financial report; provided, this shall not apply in cases where the CPA issues an audit report with a qualified opinion or a review report with a qualified conclusion for a reason permitted by a law or regulation of the competent authority, or for the reason that investment in a non-major subsidiary that is accounted for under the equity method and the profit/loss thereupon presented in an interim financial report is calculated on the basis of financial reports that have not been audited or reviewed by a CPA. However, if an aforesaid non-major subsidiary is a subsidiary of a financial holding company, its interim financial reports shall be audited or reviewed by CPAs in accordance with applicable laws and regulations.
- Any re-filing and public disclosure of the regular annually filed internal control system statement of the company due to any change in the content thereof, or obtaining of the Internal Control System Engagement Report issued by the CPA.
- Mass media reportage or information circulating around the market sufficient to affect the market status of the company's securities.
- A director or supervisor is subject to a provisional injunction ruling suspending them from the exercise of their powers or is subject to an emergency disposition; or, a director is subject to a provisional injunction ruling suspending the director from the exercise of powers or is subject to an emergency disposition and the board of directors is thereby rendered unable to exercise its powers.
- Suspension or termination of TPEx trading of its stock upon public announcement by the TPEx under Article 38 or 40, or any material change in such a matter, or halt or resumption of TPEx trading of its stock upon public announcement by the TPEx under Article 37-2 or 37-3.
- If a domestic issuer issues securities overseas, the making of any adjustment for differences in the overseas financial report due to inconsistency in the accounting principles applied in the two places with respect to financial information filed for any period in the place of overseas listing. If a financial report of a foreign issuer is not prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the cumulative dollar amount of any discrepancy in net income before tax reaches NT$10 million or more, it shall disclose any items with material discrepancies and the amount of any monetary impact of those discrepancies.
- The date, time, place, and relevant information of an investor conference or conference of the same nature convened by the company or the company is invited to attend, or financial or business information released by the company by any other means that has not yet been input to the Market Observation Post System. When the issuer convenes on its own initiative, or is invited to attend, an investor conference or conference of the same nature, it shall comply with all of the items in Article 33, paragraph 1, subparagraph 22 of these Rules, which items shall be applicable mutatis mutandis.
- 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, or change of date of distribution of cash dividends after an ex-dividend announcement, or failure to distribute cash dividends by the date set for distribution of the cash dividends.
- The date for convening of a regular shareholders meeting or special shareholders meeting as resolved by the board of directors or as notified by a person with the power to convene the meeting, the method for convening of the meeting, the cause or subjects of such a meeting, or the date of suspension of changes to entries in the shareholders' register.
- Suspension of part or all business transactions between a company and a principal purchaser or supplier, where such purchaser or supplier accounted for 10 percent or more of the company's total volume of sales or purchase amount as shown on the parent company only (or individual) financial report for the most recent fiscal year.
- Occurrence of any of the changes in shareholding set forth in Article 369-8, paragraphs 1 and 2 of the Company Act and receipt of notice of the same.
- Occurrence of any of the following matters to the issuer with respect to capital reduction or change of par value per share:
- Completion of capital amendment registration.
- Passage of a plan for share replacement operations.
- Any subsequent failure to execute operations pursuant to such share replacement plan.
- At the time of public disclosure of the financial report, the procedures have not yet been completed for replacement of the old shares with new ones because of a capital reduction or change of par value per share, and there is any resulting discrepancy between the number of the old shares actually outstanding and the number of shares stated in the most recently publicly disclosed and filed financial report.
- If the issuer is required to carry out share replacement operations for a capital reduction due to a demerger (division), and the transferee company of the demerger is neither a TWSE listed nor TPEx listed nor Emerging Stock 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-assured share capital, net worth, and net worth per share, and the CPA-attested (or reviewed) earnings per share for the most recent period.
- Any expression of objection or reservation, by a member of the audit committee or member of the remuneration committee about a resolution by such committee, or by an independent director about a resolution by the board of directors, of which there is a record or a written statement; if the company has established an audit committee, any resolution by the board of directors 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; and any remuneration passed by the board of directors that is more favorable than that recommended by the remuneration committee.
- Forfeiture by the directors and supervisors as a whole of subscription rights to shares in a number reaching one-half or more of subscribable shares upon cash capital increase of the company, and opening of the shares for subscription by a specific person or persons through negotiation, except in the case where the company conducts a cash capital increase for the purpose of applying for TPEx listing or TWSE listing of its stock.
- Results of the consultations of a consultative meeting held between the company and a creditor bank are confirmed.
- Change in accounting year, or any accounting change resolved upon by the board of directors that is required to be submitted for the competent authority's approval and publicly disclosed and filed in accordance with the applicable regulations governing the preparation of financial reports adopted by the competent authority for the relevant industry, or any non-approval by the competent authority of any application made to the competent authority for an accounting change.
- A donation to a related party or a major donation to a non-related party.
- Resolution by the board of directors to buy back shares, expiration of the buyback period, or completion of the buyback.
- Revocation by the competent authority of the permit of a financial holding company or of a company defined as a bank or a securities, futures, or insurance company under Article 2 of the Organic Act Governing the Establishment of the Financial Supervisory Commission, or imposition by the competent authority of a disposition, or cumulative administrative fines for a single event reaching NT$1 million or more, for violation of the Financial Holding Company Act, Banking Act, Insurance Act, Act Governing Bills Finance Business, or laws and regulations relating to securities and futures. However, this shall not apply if the disposition is of the type requiring rectification, or improvement within a prescribed time limit, and there is no material impact on the finances or business of the company.
- Submission of the financial reports to the board of directors, or resolution on the financial reports by the board of directors. However, this shall not apply under the circumstances in paragraphs 10 or 12.
- 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 the issuer.
Upon occurrence of any of the events enumerated in the subparagraphs of the preceding paragraph, the issuer shall, in the case of an event set forth in subparagraph 28, where TPEx trading of its stock is halted or resumed upon public announcement by the TPEx, input an explanation of the event into the TPEx-designated Internet information reporting system within 1 hour after receiving notice from the TPEx, and, in the case of any other event, input the information content into the TPEx-designated Internet information reporting system 2 hours before the commencement of trading hours on the business day next following the day of occurrence of the event; provided, where a press release is issued prior thereto, it shall input it at the time of issuance of the press release.
An issuer discovering that the mass media has reported any of the events enumerated in paragraph 1, or that the report content is sufficient to affect the market price of the issuer's securities, or that the report is inconsistent with fact, shall immediately enter an explanation of the material information, no later than two hours after the discovery.
If a foreign issuer issues securities outside of the ROC, during the duration of those securities, experiences any material event that requires immediate filing under the laws or regulations of the country of listing or the country of registration or otherwise under the rules of a securities exchange, it shall simultaneously input such information into the TPEx-designated Internet information reporting system, and if it receives any written enquiry from the securities regulatory agency or securities exchange of the country of listing with respect to any matter that has a material effect on shareholder equity or the price of securities, it shall immediately forward a copy of the content of the written enquiry and any response thereto to the TPEx.
Where an issuer experiences an event specified in paragraph 1 yet fails to publish the material information, or the content of the material information it publishes is incomplete, or an event specified in paragraph 3 yet fails to furnish an explanation thereof, the TPEx may, as it deems necessary, make inquiries via facsimile, telephone, or e-mail, of the spokesperson or acting spokesperson of the issuer, or the litigious and non-litigious agent of the issuer if it is a foreign issuer. The issuer shall input explanations relevant to the inquiry into the TPEx-designated Internet information reporting system within the time limit prescribed in the following subparagraphs. This provision, however, shall not apply if, for any reasons not attributable to the issuer, the issuer is unable to input the explanations within the prescribed time limits, and the issuer has obtained approval of an extension from the TPEx:
- If the issuer receives the inquiry from the TPEx by 5 p.m. on a given business day, it shall immediately input the explanations of the material information, no later than 2 hours after receiving the notice.
- If the issuer receives the inquiry from the TPEx after 5 p.m. on a given business day, or on a weekend day or holiday, it shall immediately input the explanations of the material information, no later than 2 hours before the commencement of the trading hours of the following business day.
- In the event of an emergency or any other material event, it shall input the explanation within the deadline designated by the TPEx.
When the TPEx discovers any irregularity in securities trading pursuant to the Directions for Announcement or Notice of Attention to Emerging Stock Trading Information and Dispositions, it may complete a Public Statement Concerning Material Information (Attachment 6), and via facsimile, telephone, or e-mail, request the issuer to enter relevant explanations into the TPEx-designated Internet information reporting system within a specified time limit.
The deadlines for filing information under the subparagraphs of paragraph 1 shall be based on Taiwan time, and the content of the primary version of the filing shall be in Chinese, although an English version may also be attached. It is prohibited for any content of the aforesaid filed information in Chinese or English to make descriptions that are exaggerated or resemble advertising or promotional language. A foreign issuer may authorize its litigious and non-litigious agent to handle information filing.
An issuer may not arbitrarily issue news that has not been confirmed, nor may it make public information that is inconsistent with facts. An issuer also may not issue information that is inconsistent with the principles of corporate governance in any of the subparagraphs below and that will affect shareholder equity:
- Establishing an effective corporate governance framework.
- Safeguarding shareholder equity.
- Strengthening the functions of the board of directors.
- Fulfilling the functions of the supervisors.
- Respecting the rights and interests of interested parties.
- Increasing the level of information transparency.
A foreign issuer need not publicly disclose the information in paragraph 1, subparagraph 18.
If any of an issuer's major subsidiaries that is neither TWSE-listed (nor TPEx-listed) nor registered as an Emerging Stock company experiences any circumstance in any subparagraph of paragraph 1, it shall be deemed material information of the issuer. If the issuer is an investment holding company or financial holding company, in addition to a major subsidiary, if any subsidiary as described below experiences any circumstance in any subparagraph of paragraph 1, it shall be deemed material information of the issuer:
- an investment holding company's subsidiary that is neither TWSE-listed (nor TPEx-listed) nor registered as an Emerging Stock company, and the equity of which accounts for 2 percent or more of the equity attributable to owners of the parent company on the consolidated financial report of the investment holding company for the most recent period;
- a financial holding company's subsidiary in the name of which appears any of the terms "bank," "insurance," "securities," "futures," "bills," or the equity of which accounts for 2 percent or more of the equity attributable to owners of the parent company on the consolidated financial report of the financial holding company for the most recent period.
When the combined dollar amount of investment by the issuer and its subsidiaries in any single enterprise exceeds 10 percent of the issuer's equity attributable to owners of the parent company, if that invested single enterprise is not a domestic public company, and there occurs any event under Article 7, subparagraphs 1 to 8 of the Securities and Exchange Act Enforcement Rules, the issuer shall file a report on the enterprise's behalf 2 hours before the opening of trading hours on the business day next following the day it learns of the occurrence of an aforesaid event or of the media reportage of the event.
If an issuer itself is a subsidiary of a parent company that is neither TWSE-listed (nor TPEx-listed) nor registered as an Emerging Stock company, if any circumstance in any subparagraph of paragraph 1 applies to the parent company, it shall be deemed material information of the issuer. If the parent company is a foreign company, the issuer shall file a report on the parent company's behalf any of the particulars set forth in the following subparagraphs 2 hours before the opening of trading hours on the business day next following the day it learns of the occurrence or media reportage of such event with respect to the parent company:
- Material change in shareholders' equity;
- Material change in business operation policy;
- Material disaster resulting in serious reduction or complete cessation of production;
- Material effect on shareholders' equity or company operations resulting from a change in laws, regulations, or rules of the home country;
- Mass media reportage about the parent company sufficient to affect securities prices of the issuer;
- Occurrence of any other material event that is required to be immediately filed pursuant to law or regulation of the foreign company's home country.
|
Article 35 |
"Material information" in press conferences concerning material information of an issuer means the following particulars provided by the issuer of its own initiative or investigated and verified at the initiative of the TPEx:
- The first instance of dishonor of a negotiable instrument due to insufficient deposits or a new instance thereof after all dishonored checks have been annotated as fully settled or an individual case of dishonor of a negotiable instrument in which the circumstances are serious, refusal by a financial institution to honor a transaction, or any other loss of credit of the company or a responsible person thereof.
- Any material effect on company finances or business resulting from a litigious or non-litigious matter, administrative disposition, contentious administrative procedure, or motion for provisional attachment or provisional injunction, or compulsory execution thereof, with respect to the company or a responsible person thereof.
- Serious decrease in production or complete stoppage of work.
- Any circumstance set forth in paragraph 1 of Article 185 of the Company Act.
- Reorganization or bankruptcy procedure of the company or parent or subsidiary thereof, and any and all events occurring in the course of such procedure, including any petition made to a court and any notice given or ruling handed down by a court, or any ruling prohibiting transfer of shares or any precautionary measure ordered by a court under relevant laws such as the Company Act or the Bankruptcy Act.
- Resolution by the board of directors for capital reduction (excluding retirement of treasury shares), merger/consolidation, cancellation of merger/consolidation, demerger (division), acquisition, share exchange, conversion, or transfer from another, dissolution, or participation in the establishment of or conversion into a financial holding company or investment holding company or subsidiary thereof, or inability for any reason to convene a subsequent shareholders meeting of a company participating in a merger/consolidation, demerger, acquisition, or transfer of shares from another, or veto of the proposal for merger/consolidation, demerger, acquisition, or transfer of shares from another for any reason, where the above circumstances furthermore have a material effect on the company’s finances or operations, provided that this requirement shall not apply in the following circumstances:
- A merger/acquisition conducted in accordance with Article 18, paragraph 7, Article 29, paragraph 6, or Article 36, paragraph 1 or 2 of the Business Mergers and Acquisitions Act, where no shareholders meeting resolution is required and the non-surviving company or the company whose shares are exchanged is a non-TPEx-listed company that has paid-in capital of less than NT$100 million. If the stock of the merged/acquiree enterprise has no par value or has a par value per share other than NT$10, for the calculation of the aforesaid paid-in capital, equity attributable to owners of the parent company shall be substituted.
- A merger/acquisition conducted in accordance with Article 19, paragraph 1, Article 30, paragraph 1, or Article 37, paragraph 1 of the Business Mergers and Acquisitions Act.
- A capital reduction by any of the company's major subsidiaries that is neither TWSE listed (nor TPEx listed) nor registered as an Emerging Stock company, by a subsidiary of an investment holding company or a financial holding company as specified in Article 34, paragraph 10, or by the company's parent company that is neither TWSE listed (nor TPEx listed) nor registered as an Emerging Stock company.
- Occurrence of a material event of internal control-related fraud, non arms-length transaction, or defalcation of company assets.
- Occurrence of a disaster, group protest, strike, environmental pollution event, cyber security event, disposition by a competent authority, or other material event, resulting in material damage or impact to the company, where the anticipated loss after deduction of the benefits calculated pursuant to the insurance contract exceeds 20 percent of the company's paid-in capital or NT$300 million or more. If the stock of the issuer has no par value or has a par value per share other than NT$10, for the calculation of the aforesaid 20 percent of paid-in capital, 10 percent of equity attributable to owners of the parent company shall be substituted.
- Mass media reportage or information circulating around the market that is sufficient to materially affect the market status of the company's securities.
- (Deleted)
- Resolution by the board of directors or a shareholders meeting to apply for termination of the registration of its stock for TPEx trading.
- Results of the consultations of a consultative meeting held between the company and a creditor bank are confirmed.
- Any material effect on company finances or business resulting from any signing, 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, or material progress in the development of a new product or new technology.
- Revocation by the competent authority of the permit of a financial holding company or of a company defined as a banking, securities, futures or insurance enterprise under Article 2 of the Organic Act Establishing the Financial Supervisory Commission.
- Any other major policy resolution of the board of directors, or matter having a material effect on the shareholders' equity or securities prices of the issuer.
An issuer to which any of the subparagraphs of the preceding paragraph applies shall complete a Report to Hold a Press Conference Concerning Material Information (Attachment 6-1) specifying the content of the information, and promptly send it to the TPEx for handling, and unless the TPEx deems there to be a necessity to postpone handling, the issuer shall promptly dispatch its chairperson, general manager, spokesperson, or acting spokesperson to participate in a press conference to provide explanations by the business day next following the occurrence of the event or the broadcast media report. If foreign laws or regulations impose time constraints concerning the subject matter of a material information press conference that the issuer is required to hold under these Rules, the issuer may handle the matter in accordance with the deadlines under the foreign laws or regulations, provided that, in addition to complying with any requirement to publish the material information in advance, if the aforesaid press conference is held on a non-business day in Taiwan or after 9 p.m. Taiwan time, the issuer shall hold a press conference in Taiwan 2 hours before the start of trading hours on the next business day in Taiwan.
Where any circumstance in paragraph 1, subparagraph 6 applies, the issuer shall, during the earliest non-trading time following the date of the board of directions resolution, call a press conference at the place of the TPEx; if there is more than one participating TWSE listed, or TPEx listed, or Emerging Stock company, the companies shall call the press conference simultaneously; if there is an exceptional circumstance such that it is impossible to call the press conference in a timely manner and the TPEx has given approval, the issuer shall immediately input the content or explanations of the information into the TPEx-designated Internet information reporting system, and promptly make up holding of the press conference.
When the TPEx discovers or mass media report the existence of any material information set forth in the subparagraphs of paragraph 1 with respect to the issuer, the TPEx may, when it deems it necessary, specify the source and content of the information to notify the issuer to request that it dispatch its chairperson, general manager, spokesperson, or acting spokesperson to hold a news conference in person or through video conferencing within a time limit set by the TPEx.
In addition to being allowed to dispatch its chairperson, general manager, spokesperson, or acting spokesperson, a foreign issuer may dispatch its litigious and non-litigious agent or an independent director to hold a press conference pursuant to this Article.
An issuer may hold a material information press conference by means of videoconferencing. However, it may not hold the press conference by means of videoconferencing in cases where there exists with respect to the issuer any circumstance set out in paragraph 1, subparagraph 1, 2, 6, 7, 11, or 14, or any other matter that the TPEx deems material.
If, for any reason, the video press conference referred to in the preceding paragraph becomes impossible to hold or complete, the issuer shall, within a time limit set by the TPEx, dispatch personnel to hold a material information press conference at the TPEx.
A report submitted by the issuer pursuant to paragraph 2 shall be filled out consistently with the facts, and shall be chopped with the chops of the company and its responsible person or manager, to indicate that they take responsibility for it. However, to ensure timeliness, the issuer shall first transmit the report by facsimile or other electronic means to the TPEx and then deliver the original report. If after delivery of the original report any discrepancy with the electronically transmitted copy is discovered, the issuer shall bear the responsibility, and shall publicly disclose and explain the discrepancy.
When convening a press conference, a representative of the issuer shall state in detail the facts that occurred, the cause, the effect on company finances and business, the projected monetary amount of such effects, and countermeasures to be taken, and shall prepare at lease twenty written copies of relevant news releases and written materials.
With the exception of occurrence of an event under subparagraph 6 of paragraph 1, in which event the issuer shall input the content of the event into the TPEx-designated Internet information reporting system at the time it convenes the press conference or within 2 hours after the press conference in accordance with the Article 34 hereof, in any of the other circumstances set forth in the subparagraphs of paragraph 1, the issuer shall input the content of the event on the date of occurrence of the event or the same day as the media reportage, and it shall input the information no later than 2 hours after the press conference.
The issuer shall not externally disclose any information prior to inputting the information about an event into the TPEx-designated Internet information reporting system, or holding a press conference concerning material information about the event, pursuant to the provisions of these Rules.
If an issuer's subsidiary meeting the criteria set out in the preceding article experiences any circumstance in any subparagraph of paragraph 1, or if an issuer itself is a subsidiary of a domestic parent company that is neither TWSE-listed (nor TPEx-listed) nor registered as an Emerging Stock company, and the domestic parent company experiences any circumstance in any subparagraph of paragraph 1, it shall be deemed material information of the issuer, and the issuer shall convene the press conference.
Press conferences held by an issuer in accordance with these Rules may, when necessary, be held in the form of a material information briefing open to participation by investors.
The date of occurrence of the event referred to in these Rules means the date of agreement, date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a resolution of the board of directors or a committee established by it, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier; however, for any investment requiring the approval of the competent authority, the earliest of the above dates or date of receipt of approval by the competent authority shall apply.
|
Article 36 |
An issuer shall establish internal procedures for handling material information, including procedures for evaluating the release of material information, the preservation of internal approval records, and related systems such as for the handling of violations.
An issuer shall, in the material information published by it, describe in detail the facts of the events, and their causes, possible impact on company finances and business, estimated monetary amount of the impact, and countermeasures, following the format prescribed for the TPEx-designated Internet information reporting system. The content of material information that the issuer publishes and any explanatory statements that the issuer makes to outside parties or the media shall be mutually consistent, and furthermore may not contain any statements that are of a biased or exaggerated nature or resemble advertising or promotional language, nor may the issuer provide any uncertain or unverified information or information contrary to fact.
To ensure the correctness of and equal access to information, an issuer may not disclose any information in private before publishing material information.
If there is any material change in the development of subsequent events with respect to material information that an issuer has published, the issuer shall update or supplement in a timely manner the content of the relevant information in accordance with the provisions under which the information was filed.
An issuer shall publish material information and send a copy to its advisory recommending securities firms, and the lead advisory recommending securities firm shall disclose such information through proper channels.
An advisory recommending securities firms shall pay attention to reports about the issuer in the mass media and upon discovering any inconsistency with facts, shall prompt and supervise the issuer to publish a clarification of material information. Also, the lead advisory recommending securities firm shall audit relevant materials such as the board of directors meeting minutes and upon discovering any material information of the issuer that should be disclosed, shall prompt and supervise the issuer to disclose it. If the issuer delays announcing the information despite the prompting and supervision, the lead advisory recommending securities firms shall immediately report to the TPEx.
The TPEx may require the issuer to submit financial and business related materials for purposes of verifying timeliness, accuracy, and completeness with respect to disclosure of material information, and may, when necessary, carry out an on-site audit.
|
Article 37 |
Where information filed by an issuer is discovered to be erroneous, the issuer shall promptly enter the correct information upon discovery or upon receiving the notice from the TPEx.
The TPEx may announce to the public via relevant information systems or make available for examination by the competent authority any information filed by an issuer. Where the content of information filed by an issuer is false, the matter shall be handled under the applicable provisions of these Rules, and the issuer shall bear sole legal liability.
|