| Article 34 |
Upon occurrence of any of the following events, an issuer shall enter the information into the Internet information reporting system designated by the GTSM before the commencement of trading hours of the business day next following the occurrence of the event; provided that if any news release is published before that time, the information shall be entered simultaneously therewith.
1. Dishonor of a negotiable instrument due to insufficient deposits, 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.
2. 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 a chairperson or managerial officer of the company violates the Securities and Exchange Act, Company Act, Banking Act, Financial Holding Company Act, or Commercial Accounting Act, or is indicted for a crime of corruption, malfeasance in office, fraud, breach of trust, or misappropriation.
3. Any material effect on company finances or business 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.
4. Any circumstance set forth in paragraph 1 of Article 185 of the Company Act.
5. 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.
6. Appointment (or election) of, or change in, the chairman, a general manager, a juristic-person director or representative thereof, a juristic-person supervisor or representative thereof, an independent director, a natural person director, a natural person supervisor, or a member of a functional committee established under the Securities and Exchange Act, with an explanatory note provided if there is a change in one-third or more of directors, or departure of all independent directors from office.
7. Change of CPA for any reason other than internal adjustments within the certifying accounting firm.
8. 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 or undertaking of non-competition, 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, where there is a material impact on the company's finances or business.
9. Resolution by the board of directors to carry out a capital reduction; merger or consolidation; spin-off; acquisition; exchange, conversion, or transfer of shares from another; dissolution; issue of new shares for capital increase; issue of corporate bonds; issue of employee stock option certificates; issue of other securities; private placement of securities; participation in the establishment of or conversion into a financial holding company, investment holding company, or subsidiary thereof; or any material change in any of the above matters; failure by companies participating in a merger or consolidation, spin-off, acquisition, or transfer of shares form another, to convene on the same day and pass resolutions by their boards of directors or shareholders' meetings; or inability for any reason to convene a subsequent shareholders' meeting of a company participating in a merger, consolidation, spin-off, acquisition, or transfer of shares from another, or veto by either side of the proposal for merger, consolidation, spin-off, acquisition, or transfer of shares from another; or resolution of the board of directors to cancel a merger or consolidation during the implementation of the merger or consolidation plan following the initial board resolution in favor of the merger or consolidation.
10. Any matter required to be publicly announced and reported pursuant to the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company promulgated by official letter of the competent authority.
11. Change of company spokesperson, acting spokesperson, litigious and non-litigious agent, financial officer, accounting officer, research and development officer, or internal audit officer.
12. Resolution by the board of directors to publish financial forecast information, inapplicability of such financial forecast information, or correction or updating of such financial forecast information, or a discrepancy, by a company that has published financial forecasts, between the unaudited income publicly announced and reported within one month after the close of the fiscal year and the most recently publicly announced and reported financial forecasts, where such discrepancy is 20 percent or more and of an amount reaching NT$30 million and 0.5 percent of paid-in capital, or a discrepancy between the income before tax in the annual financial report publicly announced and filed for a given fiscal year and the unaudited income before tax for the preceding fiscal year publicly announced and reported within one month after the close of that fiscal year, where such discrepancy is 20 percent or more and of an amount reaching NT$30 million and 0.5 percent of paid-in capital. 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 0.5 percent of paid-in capital, 0.25 percent of shareholders equity shall be substituted.
13. Resolution by the board of directors or a shareholders' meeting to directly or indirectly carry out an investment plan of an amount not less than 20 percent of the company's own capital stock stated on its financial report and 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 capital stock, 10 percent of shareholders equity shall be substituted.
14. 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.
15. Important resolution of a regular or special shareholders' meeting.
16. Occurrence of a significant event of internal control-related fraud, non arms-length transaction, or defalcation of company assets.
17. Acquisition or disposal of assets by the company, or a subsidiary thereof whose shares have not been publicly issued domestically, where within the applicable scope of assets under Article 3 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the competent authority and moreover in the presence of any of the circumstances set forth in Article 30 or 31 [of said Regulations] as requiring public announcement; and any unrealized losses incurred by the company from derivatives trading that amount to 3 percent or more of shareholders equity. However, exceptions are allowed when the company carries out any merger, consolidation, spin-off, acquisition, or transfer of shares from another, acquisition or disposal with respect to any kind of domestic non-privately placed open-ended fund, and derivatives trading for which the information is reported on a monthly basis.
18. Information on acquisition or disposal of privately placed securities by Emerging Stock company or subsidiary thereof: enter the information within two days following the day of the fact.
19. Any endorsements/guarantees that the company is required to publicly announce and report pursuant to Article 25 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies; or total endorsements and guarantees by the company itself in favor of enterprises in the same group reaching 50 percent or more of the company's net worth on its financial statements for the most recent period.
20. Any loans of funds to other persons that the company is required to announce and report pursuant to Article 22 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
21. Occurrence of a disaster, group protest, strike, environmental pollution event, or any other material event, where the company incurs a material loss, or where a relevant authority orders suspension of work, suspension of business, termination of business, or revokes or voids a relevant permit, or imposes administrative fines reaching NT$100,000 or more, and where the circumstance is severe.
22. 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 is a mainland China 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.
23. 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.
24. Failure by the company to make a public announcement or a filing 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 and further a restatement of the financial report; a certified public accountant (CPA) issues an audit report containing an opinion other than an unqualified or modified unqualified opinion on a publicly announced and filed financial report; or a CPA issues a review report other than an unqualified report on a publicly announced and filed financial report; provided, this shall not apply in cases where the CPA issues a qualified audit (or a qualified review report) for the reason of annual amortization of losses, as permitted by law, or for the reason that an amount of long-term equity investment and profit/loss thereupon presented in the semiannual (or first quarter or third quarter) financial report is calculated on the basis of financial statements of the investee company that have not been audited (or reviewed) by a CPA.
25. Any re-filing and public announcement 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 Special Audit Report for the special audit of internal controls conducted by the CPA.
26. Mass media reportage or information circulating around the market sufficient to affect the market status of the company's securities.
27. A provisional injunction ruling suspending one of the directors or supervisors from the exercise of powers, or a provisional injunction ruling suspending a director from the exercise of powers, making it impossible for the board of directors to exercise its powers.
28. Suspension or termination of GTSM trading of its securities under Article 38 or 40 of these Rules, or any material change in such a matter.
29. 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 reported for any period in the place of overseas listing. If a consolidated financial report of a foreign issuer is not prepared in accordance with the financial accounting standards of the Republic of China, and the cumulative dollar amount of any discrepancy in 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.
30. If the company holds an investor/press conference, the conference date and any relevant financial and business information.
31. Resolution by the board of directors 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.
32. Resolution of the board of directors on the date for convening a shareholders' meeting or special shareholders' meeting, the cause or subjects of such a meeting, or the date of suspension of changes to entries in the shareholders' register.
33. 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 amount of sales or purchases in the most recent fiscal year.
34. Occurrence of any of the changes in shareholding set forth in paragraph 3 of Article 369-8 of the Company Act and receipt of notice of the same.
35. Where capital amendment registration of the company has been carried out due to capital reduction: the effect of the capital reduction on the company financial report (including any discrepancy between the amount of paid-in capital and the number of shares outstanding and the effect on net worth per share) and planned share conversion operations, and any subsequent failure to execute the share conversion plan.
36. Any expression of objection or reservation, by an independent director about a resolution by the board of directors, or by a member of the remuneration committee about a resolution by a remuneration committee meeting, of which there is a record or a written statement; if the company has established an audit committee, any resolution that is adopted with the approval of two-thirds or more of all directors without having been passed by the audit committee, as pursuant to the provisions of Article 14-5, paragraph 2 of the Securities and Exchange Act; any remuneration passed by the board of directors that is more favorable than that recommended by the remuneration committee.
37. 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 GTSM listing or TWSE listing of its stock.
38. Results of the consultations of a consultative meeting held between the company and a creditor bank are confirmed.
39. Any other major policy resolution of the board of directors or other matter having a material effect on shareholders' equity or securities prices of the company or an affiliated company thereof.
Upon occurrence of any of the events enumerated in the subparagraphs of the preceding paragraph, the issuer shall handle events set forth in paragraph 9 by inputting an explanation of the event into the Internet information reporting system designated by the GTSM after the close of trading hours on the day of occurrence of the event, and shall handle events set forth in all other subparagraphs by inputting the information content into the Internet information reporting system designated by the GTSM 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 shall enter an explanation of the information into the Internet information reporting system designated by the GTSM before the commencement of trading hours of the business day next following the day of the mass media report.
If a foreign issuer issues securities outside of the Republic of China, during the duration of those securities, experiences any material event that requires immediate reporting 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 Internet information reporting system designated by the GTSM, 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 GTSM.
Where an issuer experiences an event specified in paragraph 1 yet fails to publish the material information, or an event specified in paragraph 3 yet fails to furnish an explanation thereof, the GTSM may, via facsimile, telephone, or e-mail, request the issuer to enter relevant explanations into the Internet information reporting system designated by the GTSM within a specified time limit.
When the GTSM 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 Internet information reporting system designated by the GTSM within a specified time limit.
The deadlines for information reported under the subparagraphs of paragraph 1 shall be based on Taiwan time, and the content of the primary version of the report shall be in Chinese, although an English version may also be attached. A foreign issuer may authorize its litigious and non-litigious agent to handle information reporting.
A foreign issuer need not publicly announce the information in paragraph 1, subparagraph 18. |
| Article 35 |
"Material information" in "press conferences concerning material information" as used in these Rules means the following particulars provided by an issuer of its own initiative or investigated and verified at the initiative of the GTSM:
1. Dishonor of a negotiable instrument due to insufficient deposits, refusal by a financial institution to honor a transaction, or any other loss of credit of the company or a responsible person thereof.
2. 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.
3. Serious decrease in production or complete stoppage of work.
4. Any circumstance set forth in paragraph 1 of Article 185 of the Company Act.
5. 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.
6. Resolution by the board of directors for capital reduction, merger or consolidation, cancellation of merger or consolidation, spin-off, acquisition, transfer of shares from another, dissolution, 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 or consolidation, spin-off, acquisition, or transfer of shares from another, or veto of the proposal for merger, consolidation, spin-off, acquisition, or transfer of shares from another for any reason; provided, this shall not apply to a whale-minnow merger conducted in accordance with Article 18, paragraph 6, of the Business Mergers and Acquisitions Act, where the merged enterprise is a non-GTSM-listed company that has paid-in capital of less than NT$100 million, or a merger/acquisition conducted in accordance with Article 19 of the Business Mergers and Acquisitions Act. If the stock of the merged enterprise has no par value or a par value other than NT$10, for the aforesaid calculation of paid-in capital, shareholders equity shall be substituted.
7. Occurrence of a significant event of internal control-related fraud, non arms-length transaction, or defalcation of company assets.
8. Occurrence of a disaster, group protest, strike, environmental pollution event, where the anticipated loss prior to receiving insurance indemnification exceeds 20 percent of the company's paid-in capital or NT$300 million or more. 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 shareholders equity shall be substituted.
9. Mass media reportage or information circulating around the market that is sufficient to materially affect the market status of the company's securities.
10. Occurrence of a change in shareholding set forth in paragraph 3 of Article 369-8 of the Company Act and receipt of notice of the same.
11. Resolution by the board of directors or a shareholders' meeting to apply for termination of GTSM trading of its securities.
12. Results of the consultations of a consultative meeting held between the company and a creditor bank are confirmed.
13. Any other major policy resolution of the board of directors or other matter having a material effect on shareholders' equity or securities prices of the company or an affiliated company thereof.
An issuer to which any of the subparagraphs above applies shall complete a Report to Convene a Press Conference Concerning Material Information specifying the content of the information, and promptly send it to the GTSM for handling, and unless the GTSM deems there to be a necessity to postpone handling, the issuer shall promptly dispatch a 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 within one hour 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 non-trading time nearest to the date of the board of directions resolution, call a conference press at the place of the GTSM; if there is more than one participating TWSE listed, or GTSM listed, or Emerging Stock companies, 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 GTSM has given approval, the issuer shall immediately input the content or explanations of the information into the GTSM's designated Internet information reporting system, and promptly make up holding of the press conference.
When the GTSM discovers or mass media report the existence of any material information set forth in the subparagraphs of paragraph 1 with respect to the issuer, and such information is verified pursuant to Article 34 of these Rules, the GTSM may complete a Notice for a Press Conference Concerning Material Information specifying the source and content of the information, and send it to the company to request that it dispatch a spokesperson or acting spokesperson to participate in a press conference to provide explanations within a time limit set by the GTSM.
In addition to its spokesperson and 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 domestic issuer any circumstance set out in paragraph 1, subparagraphs 1, 2, 6, or 11, or any other matter that the GTSM 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 GTSM, dispatch personnel to hold a material information press conference at the GTSM.
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 to the GTSM and then deliver the original report. If after delivery of the original report any discrepancy with the originally facsimiled is discovered, the issuer shall bear the responsibility, and shall publicly announce 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.
Where any of the circumstances set forth in paragraph 1 applies to the issuer, the issuer shall input the content of such event into the GTSM's designated Internet information reporting system on the date of occurrence of the event or the same day as the media reportage, except in the cases of a resolution by the board of directors for merger or consolidation, cancellation of merger or consolidation, spin-off, acquisition, transfer of shares from another, or inability for any reason to convene a subsequent shareholders' meeting of a company participating in a merger or consolidation, spin-off, acquisition, or transfer of shares, or veto by the shareholders' meeting of such proposal for any reason, in which cases the issuer shall input the information about the event into the GTSM's designated Internet information reporting system at the time it convenes the press conference or after the press conference, in accordance with the Article 34 hereof.
The issuer shall not externally announce any information prior to inputting the information about an event into the GTSM's designated Internet information reporting system, or holding a press conference concerning material information about the event, pursuant to the provisions of these Rules. |