| Article 26 |
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| Article 27 |
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| Article 28 |
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| Article 29 |
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| Article 30 |
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| Article 31 |
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| Article 32 |
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| Article 33 |
An issuer shall enter the following information into the Internet information reporting system designated by the GTSM following the prescribed time limit and format:
1. Company profile: the information shall be entered before the commencement of GTSM trading and upon any change thereafter.
2. The annual parent company only and consolidated financial reports, the balance sheet, statement of comprehensive income, cash flow statement, and statement of changes in equity of the second-quarter financial reports, the CPA audit (or review) reports, the names of the certifying CPAs, and relevant particulars disclosed in the notes to the financial report (related party transactions, loans of funds, and endorsements and guarantees). The reporting deadlines shall be as set out in Article 30, paragraph 1, or Article 31, paragraph 1.
3. In the case of an issuer applying for GTSM 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 balance sheets, statements of comprehensive income, cash flow statements, statements of changes in equity, CPA review report, and the names of the CPAs. However, public announcement is not required if the issuer has withdrawn the application or the application has otherwise been rejected. The reporting deadlines shall be as set out in Article 30, paragraph 2, or Article 31, paragraph 2.
4. Business turnover, table of limit amounts and itemized details of loans of funds and endorsements and guarantees, and derivatives transactions:
A. Business turnover: the information of the previous month shall be disclosed by the 10th day of each month. If the Emerging Stock company voluntarily announces its self-assessed income information, the company shall report it by the end of the month following the close of the current month (or quarter), and the announcement 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 reported within 2 business days after the deadline for public announcement of each quarterly financial report.
B. Table of limit amounts and itemized details of loans of funds and endorsements and guarantees of the Emerging Stock company and its subsidiaries: the information of the previous month shall be reported by the 10th day of each month.
C. Information on any derivatives transactions engaged in by the Emerging Company or any subsidiary thereof whose shares have not been publicly issued domestically: the information of the previous month shall be reported by the 10th day of each month.
5. Information regarding 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: (1) any new appointment or dismissal of persons under this subparagraph shall be reported by the company within 2 days after occurrence of the fact; (2) the information on any changes in shareholding in the previous month of persons under this subparagraph shall be reported by the 15th day of each month; (3) the information on any creation or extinguishment of pledge shall be reported by the company within 5 days from 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.
6. Voluntary disclosure of financial forecast information: a company disclosing financial forecast information voluntarily shall report and publicly announce relevant matters in accordance with the provisions and deadlines set forth in the Regulations Governing the Publication of Financial Forecasts of Public Companies promulgated by the competent authority.
7. Public announcement and reporting of the date of shareholders meetings: the date of the shareholders meeting shall be reported on the internet information reporting system designated by the GTSM at least 12 business days prior to the date for suspension of share transfer and entered within 2 days after the report. 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 report the date for holding of the regular shareholders' meeting for the current year, and if after reporting there is any change to the date on which the meeting is to be held, shall change the reported date before the public announcement and reporting of the regular shareholders' meeting.
8. Public announcement and reporting of the company's decision of the record date for distributing dividends, bonus, or other benefits: public announcement shall be made on the internet information reporting system designated by the GTSM at least 12 business days prior to the date for suspension of amendment of entries in the shareholders register and entered within 2 days after the report; provided that where there is an event under the provisions of Article 29, paragraph 2, the materials may be announced in a supplementary public announcement at least 40 days prior to the date of the shareholders meeting, and entered within 2 days after the report.
9. Reporting of information on investment in mainland China: the annual information shall be entered within 4 months after the close of each fiscal year and the semi-annual information within 45 days after the close of each fiscal semester.
10.Reporting of information on investment in overseas subsidiaries: the annual information shall be entered within 4 months after the close of each fiscal year and the semi-annual information within 45 days after the close of each fiscal semester.
11.Dividend distributions for the current fiscal year: input before the opening of trading hours on the business day next following, [respectively], the passage of the proposal by the board of directors and ratification by the shareholders' meeting.
12.Table of investment and shareholding in the Emerging Stock Company by overseas Chinese and foreign persons: input at the time of (1) distribution of shares for capital increase, (2) private placement or public issuance of overseas depositary receipts (including new and old shares), overseas convertible bonds, and securities with warrants or overseas stock, (3) capital reduction, (4) merger or consolidation, (5) public tender offer, ( 6) issuance of employee bonus shares, transfer of treasury stock, or issuance of subscription warrants to foreign employees, (7) initial registration as an Emerging Stock company or registration upon conversion into a newly incorporated company, (8) holding of a general shareholders meeting; the deadlines for reporting of each item shall be as prescribed under the reporting procedures for overseas Chinese and foreign investment and shareholdings.
13.Reporting of information on corporate bonds:
A. Within one 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. Any changes to the basic information during the preceding month shall be input within 10 days after the end of each month.
B. During the duration of the corporate bonds from the issue date to the maturity date, the unaudited figures for the preceding quarter shall be input within 10 days from the end of each quarter, and the actual figures shall be input at the same time as the CPA-audited financial report is input; during the duration of the corporate bonds in the period of 1 year before the maturity date or the date that creditors may request redemption, the unaudited figures for the preceding month shall additionally be input by the 10th day of each month.
C. During the duration of the corporate bonds in the period of six 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.
14.Basic data on the industrial classification of the Emerging Stock company: the annual information shall be entered within 4 months after the close of each fiscal year and the semi-annual information within 45 days after the close of each fiscal semester.
15.Reporting of electronic files of relevant content of shareholder' meeting agenda handbooks: 30 days before convening a regular shareholders' meeting or 15 days before a special shareholders' meeting, the company shall report the electronic files of the shareholders' meeting announcement, 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 report the electronic files of the shareholders' meeting agenda handbook and supplementary meeting materials; and 1 day before convening the shareholders' meeting it shall report the annual report prepared in accordance with the requirements prescribed by the competent authority.
16.Explanations of material changes in financial ratios and financial analysis data: the information shall be entered within four months after the close of each fiscal year.
17.Information on cash capital increase and issuance of domestic and overseas corporate bonds: quarterly fund utilization statements shall be filed within 10 days following the end of each quarter; information on any changes by resolution of the board of directors shall be input within two days.
18.Declaration of Conversion of Domestic (Overseas) Securities: enter the information for the preceding month by the fifth day of each month.
19.Public announcement and regulatory 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:
A. Within two days from the date on which the board of directors makes the resolution, any particulars required to be publicly announced and reported pursuant to Article 43-6, paragraph 6 of the Securities and Exchange Act.
B. Where the placees are determined after the shareholders' meeting notice is sent, within two days from the date the placees are determined.
C. Within two days from the actual date of determination of the private placement price.
D. Within 15 days from the date that payment of the share price or subscription price of the private placement has been completed.
E. Within 10 days from the end of each quarter.
F. If a placee is an insider or a related party of the company, if the placee has sold or sells shares of the company within three 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, report the relevant information.
20.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.
21.Information on employee stock option certificates: (1) basic information on issuance, subscription method, and other matters shall be input on the day following the day of receipt of effective from with the competent authority; (2) information on actual status of issuance and other matters shall be input on the date of issuance and on the day following the time of expiration of the issuance period; (3) 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 shares for subscription by employees: (i) 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; (ii) on the day following the day of issuance of the new shares, the company shall input the information on the issue; (iii) 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 employee shares; (iv) on the day following any recall or repurchase of the shares, the company shall input the information on the recall or repurchase.
22.Financial and business information of investor/press conferences convened or participated in: the information of an investor/press conference convened or participated in by an Emerging Stock company shall be disclosed on the Internet information reporting system designated by the GTSM, and the content of relevant financial and business information shall simultaneously be entered in Chinese and English. For an investor/press conference that is to be held on multiple days in multiple sessions, where the content is the same, the content shall be reported no later than after the conference on the same day that it is first convened or participated in, and need not be input again each day. When an Emerging Stock company convenes on its own initiative, or is invited to attend, an investor/press conference, it shall comply with the following particulars.
A. It may not do so during the trading hours of the GTSM, except under the following circumstances:
a. An overseas investor/press conference is convened during GTSM trading hours as a result of the time difference.
b. It attends an investor/press conference by invitation.
c. Other circumstances for which it has made an application and the GTSM considers to be necessary circumstances.
B. The time and venue of the conference shall be announced, at the latest, one day prior to the date of convening or one day prior to the date of attending of the conference.
C. The complete press releases and financial and business information shall be input on the Internet information reporting system designated by the GTSM, 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.
D. The financial and business information disclosed in the conference may not go beyond the content of the information that has been reported.
23.Any matter required to be publicly announced and reported pursuant to paragraph 3, 4, or 5 of Article 24 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the competent authority: enter the information within two days following the date of the board of directors resolution.
24.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.
25.Correction or supplement of financial reports: any matters that are required to be corrected or supplemented in the CPA audited or reviewed financial reports publicly announced by the Emerging Stock company shall be publicly disclosed to the investors; if the requirement for a restatement of the financial report under Article 6 of the Securities and Exchange Act Enforcement Rules is not yet met, input relevant information within 2 days from the occurrence of the fact.
26.Information on the establishment of a functional committee under the Securities and Exchange Act: enter the information within two days following the establishment or abolishment of the functional committee or the appointment (or election) of, or any change in, committee members.
27.Information on the annual internal control system statement: the internal control system statement shall be filed within 4 months after the close of the fiscal year.
28.Information on the internal control special audit report: the audit report for the special audit of internal controls conducted by the CPA shall be filed within 2 days after it is obtained.
29.Any accounting change required to be reported under Article 6 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers issued by the Competent Authority:
A. The information on any change relating to an accounting policy or accounting estimate shall be input within 2 days counting inclusively from the day the resolution is passed by the board of directors.
B. In the retrospective application of an accounting change, if for the fiscal year preceding the year of the change, the difference between the actual effect of the change and the effect originally presented in public disclosure and filing is NT$10 million or more, and is also 1 percent or more of net operating revenues for the preceding fiscal year, or 5 percent or more of share capital, the cause of the difference and related information shall be reported by the end of February of the fiscal year in which the new accounting policy is adopted.
C. If the stock of a foreign issuer has no par value or a par value other than NT$10, the aforesaid calculation of 5 percent of share capital shall be replaced by 2.5 percent of the equity attributable to the owners of the parent company.
30.Any matter required to be publicly announced and reported pursuant to the Regulations Governing Public Tender Offers for Securities of Public Companies promulgated by the competent authority.
31.Any other information required on any matter as specified in a public announcement or notice by the GTSM shall be reported within the prescribed deadline.
The deadlines for information reported under the preceding subparagraphs 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. No misrepresentation, nondisclosure, or misleading presentation may be included in either the Chinese or English reported content referred to above. A foreign issuer may authorize its litigious and non-litigious agent to handle information reporting.
If the laws and regulations of the country where a foreign issuer is registered do not require its reporting, or there is some other reasonable cause as approved by the GTSM, the issuer need not publicly announce and report the business turnover portion of the information in paragraph 1, subparagraph 4. |
| Article 33-1 |
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| 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; capital reduction or record date of 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; 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 Public Tender Offers for Securities of Public Companies 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 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:
A. Discrepancy between the unaudited comprehensive income publicly announced and reported within one month after the close of the fiscal year and the most recently publicly announced and reported comprehensive income forecast figure.
B. Discrepancy between the actual figure for comprehensive income in the publicly announced and reported annual financial report and the forecasted figure.
C. Discrepancy between the actual figure for comprehensive income in the annual publicly announced and reported annual financial report and the unaudited comprehensive income publicly announced and reported within one month after the close of the fiscal year.
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 share capital 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 ofshare capital, 10 percent of equity attributable to owners of the parent company 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 equity attributable to owners of the parent company. 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 by the managerial officer or director 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 an audit or review report with a qualified opinion for the reason of annual amortization of losses, as permitted by law, 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.
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 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.
30.If the company uses a press conference, an investor conference, or by any other means promulgates financial or business information that has not yet been input to the Market Observation Post System the date, time, and place thereof, and any relevant financial and business information. When an Emerging Stock company convenes on its own initiative, or is invited to attend, an investor conference or press conference, it shall comply with all of the items in subparagraph 22 of paragagraph 1, Article 33 of these Regulations, which items shall be applicable mutatis mutandis.
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.Change in accounting policy or accounting estimate.
40.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. It is prohibited for any content of the aforesaid reported 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 reporting.
A foreign issuer need not publicly announce the information in paragraph 1, subparagraph 18.
If any of an Emerging Stock company's major subsidiaries that is neither TWSE-listed (nor GTSM-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 Emerging Stock company. If the Emerging Stock company 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 Emerging Stock company.
1. an investment holding company's subsidiary that is neither TWSE-listed (nor GTSM-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 annual financial report of the investment holding company for the most recent year;
2. a financial holding company subsidiary in the name of which appears any of the terms "bank," "insurance," "securities," "futures," "bills," or the shareholders' equity of which accounts for 2 percent or more of the equity attributable to owners of the parent company on the annual financial report of the financial holding company for the most recent year.
The term "major subsidiary" in the preceding paragraph means a major subsidiary as defined in Article 2-1, paragraph 2 of the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants.
When the combined dollar amount of investment by the Emerging Stock company and its subsidiaries in any single enterprise exceeds 10 percent of the Emerging Stock company'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 Emerging Stock company shall report on the enterprise's behalf 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 Emerging Stock company itself is a subsidiary of a parent company that is neither TWSE-listed (nor GTSM-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 Emerging Stock company. If the parent company is a foreign company, the GTSM listed subsidiary shall report on its behalf any of the particulars set forth in the following subparagraphs 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:
1. material change in shareholders' equity;
2. material change in business operation policy;
3. material disaster resulting in serious reduction or complete cessation of production;
4. material effect on shareholders' equity or company operations resulting from a change in laws, regulations, or rules of the home country;
5. mass media reportage about the parent company sufficient to affect securities prices of the Emerging Stock subsidiary in Taiwan;
6. occurrence of any other material event that is required to be immediately reported pursuant to law or regulation of the foreign company's home country. |
| Article 35 |
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| Article 36 |
An issuer shall specify in material information published under the preceding article the facts of the events, and their causes, possible impact on the finances and business of the company, estimated monetary amount of the impact, and countermeasures, following the format prescribed for the Internet information reporting system designated by the GTSM.
To ensure the correctness of and equal access to information, an issuer may not announce any information in private before publishing material information.
An issuer shall publish material information and send a copy to its advising/recommending securities firms, and the lead advising/recommending securities firm shall disclose such information through proper channels.
An advising/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 advising/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 announce it. If the issuer delays announcing the information despite the prompting and supervision, the lead advising/recommending securities firms shall immediately report to the GTSM.
The GTSM 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 |
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