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Article 2-2
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"Material information of a secondary listed company" as used in these Procedures means the following matters:
1. An event set out in Article 36, paragraph 2, subparagraph 2 of the Securities and Exchange Act.
2. Material information events whose simultaneous reporting is required by the laws, regulations, or bylaws of the foreign issuer's home country or its country of listing.
3. Any circumstance in regard to the company itself set out in Article 50-3 of the TWSE Operating Rules.
4. A change in the foreign issuer's articles of incorporation or any capital increase or decrease by the foreign issuer.
5. Circumstances with respect to the issuance, maturity, or repurchase of the foreign issuer's preferred stock or corporate bonds, and for corporate bonds convertible to stocks, the allotment of shares in accordance with company rules.
6. A change to the foreign issuer's principal line of business, custodian institution, or to the depositary institution located in the Republic of China.
7. Any pledge, lease, sale, or retirement of major operating assets of the foreign issuer.
8. A reduction in, or stoppage of, production of some or all products by the foreign issuer due to a major disaster.
9. The pendency or conclusion of a material litigation case or tax disposition case involving the foreign issuer, its custodian institution, depositary receipts, or the agent institution in the ROC of a secondary listed company, or the commencement of lawful reorganization, bankruptcy, or liquidation proceedings by the foreign issuer.
10. Any circumstance set out in subparagraphs 6 through 9 of this article occurs to a subsidiary in which the foreign issuer holds more than a 50 percent share or a sub-subsidiary at any level beneath the foreign issuer that it directly or indirectly controls, and that materially affects its business or finances.
11. Conduct by a promoter or director of the foreign issuer that, under the law of the foreign issuer's home country, entails joint and several liability for damages with the secondary listed company.
12. A decision by a court of the foreign issuer's home country that duly voids or declares invalid a resolution of the foreign issuer's shareholders meeting.
13. A change in the laws or regulations of the foreign issuer's home country that materially affects shareholder equity or corporate operations.
14. A resolution by the board of directors of the foreign issuer to carry out a merger or consolidation, demerger, acquisition, exchange or transfer of shares to or from another, dissolution, or any material change in any of the above matters; failure for any reason by a company participating in a merger or consolidation, demerger, acquisition, or transfer of shares from another, to convene a subsequent shareholders' meeting, or a veto by either side of such a proposal; or a 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; or a resolution by the board of directors for a demerger or distribution of dividends, causing the holders of its issued Taiwan Depositary Receipts to acquire shares of another company for free.
15. Listed foreign stocks, Taiwan Depositary Receipts, or foreign bonds are reported lost, subject to a judgment of exclusion, or subject to attachment or provisional attachment by order of a court, or their holder is declared bankrupt by a court ruling, where sufficient to affect the market price of the securities listed for trading.
16. A change in the credit rating assigned to a foreign issuer or its issued securities by a credit rating agency.
17. A change in, or a change in the plan for, a private placement of securities by the foreign issuer.
18. A report in the domestic or foreign mass media or any information provided by any investor sufficient to affect the price of a listed foreign stock, Taiwan Depositary Receipt, or foreign bond.
19. Change in chairperson, general manager, juristic-person director or supervisor, independent director, principal financial or accounting officer, internal audit officer, CPA, or agent for litigious and non-litigious matters, of the foreign issuer.
20. Termination on the CPA's own initiative or otherwise failure by the CPA of the foreign issuer to carry out the audit and attest work on the company's financial reports.
21. Any amendment to the depositary agreement signed between the foreign issuer and the depository institution that has a material effect on shareholder equity.
22. Publication of information by a foreign issuer on its own initiative that has a material effect on shareholder equity or the price of securities.
Documents or materials submitted by a secondary listed company to the securities exchange or supervisory authorities of its original listing shall simultaneously be submitted to the TWSE.
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Article 3-1
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If a circumstance set forth in Article 2-2 applies to a secondary listed company, it shall file a report within the time limit set forth in the preceding Article, provided that if such circumstance falls within the purview of the laws or regulations of the company's home country or country of listing, the company shall, within the time limit prescribed by such laws or regulations, simultaneously use the Chinese language to input information into the information reporting website designated by the TWSE indicating the reason for the occurrence of the given circumstance, its impact on the company's finances and operations, the estimated monetary amount of such impact, and measures adopted in response.
If a matter with respect to a foreign issuer is subject to an arranged inquiry by the securities regulator or securities exchange of its home country or country of listing, and such matter has a material affect on shareholder equity or the price of securities, the foreign issuer shall simultaneously forward the substance of the inquiry, and its response, to the TWSE.
A secondary listed company may engage its agent in the ROC to file the reports of the abovementioned material information to the TWSE via the Internet.
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Article 9
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If any of the following circumstances applies to a listed company, a primary listed company, or a secondary listed company, the TWSE may impose on a case-by-case basis a penalty of NT$30,000.However, if the cumulative number of penalties imposed within the most recent one year reaches two or more (inclusive of the current penalty), or if the circumstances in an individual case are due to intent or material negligence, or have a material impact on shareholder equity or securities prices, the TWSE may impose a penalty of NT$50,000 to NT$1 million. Where a company that is required to make up a disclosure and is notified to do so within two business days from delivery of the notice, still fails to comply by the deadline, a penalty of NT$10,000 per day may be imposed until the date of compliance and the information may be generally disclosed through the TWSE's information transmission system.
1. The company violates any provision of these Procedures.
2. The company arbitrarily publishes unconfirmed news or discloses information that diverges from fact.
3. The company fails to submit relevant sampling check materials within the time limit set by the TWSE.
If any circumstance set forth in any subparagraph of the preceding paragraph applies to a listed company, a primary listed company, or a secondary listed company, and the TWSE has imposed a per day penalty and the company still fails to comply by the deadline and the circumstances of the particular case are severe, the TWSE may alter the original trading method of the company's listed securities, suspend trading of the securities, or delist the securities pursuant to Article 49, Article 50, Article 50-1, or Article 50-3 of the TWSE Operating Rules.
A listed company, primary listed company, or secondary listed company on which a penalty is imposed shall pay the penalty to the TWSE Finance Department within five days from receiving notice from the TWSE.
If any circumstance under Subparagraph 2 of Paragraph 1 is found on the part of a listed company, primary listed company, or secondary listed company, the TWSE shall compile the relevant information and submit it to the competent authority as a basis for it to take further measures.
If an event under Article 2-2, paragraph 1, subparagraph 2 is found on the part of a secondary listed company, and the company fails to simultaneously report the event on the Internet information reporting system designated by the TWSE, or fails to simultaneously submit required documents and materials to the TWSE pursuant to Article 2-2, paragraph 2, then the TWSE may, at its sole discretion, impose a penalty of no less than NT$1 million to no more than NT$5 million. However, if the cumulative number of penalties within the most recent 1 year reaches two or more (inclusive of the current penalty), the current penalty may be increased to NT$5 million.
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