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Article 4
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Principles for Handling Information Disclosure
- Disclosure Items
- The content of financials comprises (1) industry categories, (2) ticker codes, (3) company name, and (4) net worth per share, and also includes itemized information set out based on the following indicators:
Indicator 1: where the trading method is altered or trading is suspended.
Indicator 2: where the financial report for the most recent period shows net worth per share lower than NT$10, and deficits for the most recent three consecutive fiscal years.
Indicator 3: where the financial report for the most recent period shows net worth per share lower than NT$10, debt ratio higher than 60 percent, and current ratio lower than one (excluding financial and insurance enterprises).
Indicator 4: where the financial report for the most recent period shows net worth per share lower than NT$10, and net cash flow from operating activities for the most recent two fiscal years and the most recent period are both negative.Indicator 5: where the balance of loans to others of the most recent month accounts for 30 percent or more of the net worth on the most recent financial report (excluding financial and insurance enterprises).
Indicator 6: where the balance of endorsements and guarantees for the most recent month accounts for 150 percent or more of the net worth on the most recent financial report (excluding financial and insurance enterprises).
Indicator 7: where any of the following circumstances exists:
- Material deficiency in the design or operation of the internal control system.
- Audit report or review report indicating substantial uncertainty about the ability to continue as a going concern, as issued by a CPA.
- Financial report for the most recent period showing current ratio lower than one, debt ratio higher than 70 percent, and high-liquidity assets lower than 20 percent of the sum of short-term borrowings, short-term bills payable, and long-term liabilities due within 1 year (need not apply to financial and insurance enterprises).
- Deficits for the most recent three consecutive fiscal years, and financial report for the most recent period showing high-liquidity assets lower than 20 percent of the sum of short-term borrowings, short-term bills payable, and long-term liabilities due within one year (need not apply to financial and insurance enterprises).
- Relevant data showing substantial doubt about asset preservation and debt repayment, or a likelihood of material adverse impact on shareholder equity.
- Where the financial report for the most recent period shows net worth per share lower than NT$10, and the number of listed common shares does not reach 50 percent of the total number of the company's issued common shares.
- In the case of a TWSE primary listed company and a Taiwan Innovation Board primary listed company, the financial report for the most recent period shows that the operating revenue and the accounts receivable turnover as compared to those in the same period of the preceding fiscal year have declined by 50 percent or more and 30 percent or more, respectively, or alternatively, that the operating revenue and the inventory turnover as compared to those in the same period of the preceding fiscal year have declined by 50 percent or more and 30 percent or more, respectively.
- In the case of a TWSE primary listed company and a and a Taiwan Innovation Board primary listed company, the financial report for the most recent period shows that the operating revenue and the profit before tax as compared to those in the same period of the preceding fiscal year have declined by 30 percent or more and 50 percent or more, respectively, and the total amount of profit before tax for the most recent four quarters is below NT$120 million.
- A TWSE primary listed company or a Taiwan Innovation Board primary listed company has failed to duly designate an agent for litigious and non-litigious matters.
- The content of transactional information comprises (1) industry categories, (2) ticker codes, and (3) company name, and also includes itemized information set out based on the following indicators:
Indicator 1: where the share pledge ratio on shareholding of all directors, supervisors, and shareholders holding 10 percent or more shares of a TWSE listed company or a Taiwan Innovation Board listed company reaches 90 percent or more for the most recent month; where the share pledge ratio on shareholding of all directors, supervisors, and shareholders holding 10 percent or more shares of a TWSE primary listed company or a Taiwan Innovation Board primary listed company reaches 70 percent or more for the most recent month.
Indicator 2: where the shareholding percentage of the directors and supervisors has been insufficient for three consecutive months; this rule does not apply to TWSE primary listed companies and Taiwan Innovation Board primary listed companies.
Indicator 3: where the stock have been published on the TWSE watch list within the most recent 30 days, and simultaneously have a price-to-earning ratio that is negative or is 60 or more, a price to book ratio of 6 or more, and a closing price of NT$5 or more.
Indicator 4: where the average closing price of a Taiwan Innovation Board listed company or a Taiwan Innovation Board primary listed company has been below NT$5, or the average total market value of its stocks has been below NT$200 million, for 30 consecutive trading days.
Indicator 5: where the shareholding of all directors and supervisors of a TWSE primary listed company or a Taiwan Innovation Board primary listed company for the most recent month has declined from the shareholding reported upon the election of the board of directors of the relevant term by 20 percent or more.
- For the purposes of Indicator 1 of financials, "trading suspended" means suspension of trading pursuant to Articles 50, 50-3, and 50-9 of the TWSE Operating Rules.
- For the purposes of Indicator 7 of financials, "high liquidity assets" means cash and cash equivalents, financial assets measured at fair value through profit or loss–current, financial assets measured at fair value through other comprehensive income – current and non-current assets that are TWSE or GTSM listed securities (including unrealized valuation amount).
- The TWSE may make adjustments to the relevant indicators in the Key Financials and Transactional Information Section based on the assessment on the general market environment, in order to alert users and improve early-warning efficiency.
- "Net worth" in these Principles means the equity attributable to owners of the parent on the balance sheet prepared under the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry. In the case of shares having no par value or a par value other than NT$10, the accumulated earnings (deficit) will be substituted for the net worth per share in the disclosure, and accumulated deficit will be substituted for the selection criteria of net worth per share lower than NT$10 in the aforementioned indicators.
- Disclose Method:
- When information disclosed in the Key Financials and Transactional Information Section meets the conditions triggering any of the abovementioned indicators, it shall be marked in red, to remind the users to pay attention to the difference.
- If the information under any indicator meets any of the following conditions, the red mark shall be removed:
- Indicators of financials:
- Indicator 1: the reason for the altered trading method or suspension of trading is eliminated.
- Indicators 2 to 4: The financial report for the most recent period, audited or reviewed by the CPA, is found by the TWSE to be free of the circumstance triggering those indicators.
- Indicators 5 and 6: The data filed for the most recent month is found by the TWSE to be free of the circumstances triggering those indicators.
- Indicator 7: The financial report for the most recent period, audited or reviewed by the CPA, or any other relevant data, is found by the TWSE to be free of the circumstances triggering that indicator.
- Indicators of transactional information:
- Indicator 1: The share pledge ratio filed for the most recent month does not reached the amount triggering that indicator.
- Indicators 2 and 5: The data filed for the most recent month is found by the TWSE to be free of the circumstances triggering those indicators.
- Indicator 3: There has been no circumstance triggering this indicator in the most recent day.
- Indicator 4: There has been no circumstance triggering this indicator in the most recent trading day.
- When any of the indicators 2, 3, or 4 is marked in red in the financials, the information regarding net worth per share in the financials shall also be marked in red.
- The numeric values under each indicator shall be in parameter configuration, so that they can be flexibly adjusted based as necessary.
- Time for Information Updates
Information disclosed in the Key Financials and Transactional Information Section is from the content of the financial report for the most recent period that a company has filed and reported, and any other of the most recent information that a company has disclosed on the MOPS or on the TWSE website. Such information is automatically updated every night through the computer systems of the TWSE System Development Department, and the latest information is disclosed on the MOPS at 12 midnight (zero hundred hours) of the following day.
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