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Article 6
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A TWSE listed company shall input the material information or explanations into the Internet information reporting system designated by the TWSE within the filing time limits of the following subparagraphs:
- When any circumstance in any of the subparagraphs of Article 4, paragraph 1 of these Procedures applies to the TWSE listed company, except for subparagraph 40, where the material information shall be input within an hour after the TWSE announces the halt or resumption of dealings in the securities, in the event of any of the circumstances in the remaining subparagraphs, the material information shall be input two hours before the beginning of trading hours on the trading day following the date of occurrence of the event. However, if a press release is issued earlier, the information shall be input simultaneously with the press release.
- If the TWSE listed company discovers mass media reportage of any circumstance under Article 4, paragraph 1, or reportage sufficient to affect the market price of its listed securities, or any reportage that diverges from facts, the company shall immediately input an explanation of the material information no later than two hours after the discovery.
- When the circumstances of any subparagraph under Article 11, paragraph 1 apply to a TWSE listed company, information on the event shall be input on the date of occurrence of the event or on the same day as the media reportage, and in any event within two hours after the press conference, except under the circumstances of paragraph 1, subparagraph 7, in which case the information shall be input at the time of the press conference or within two hours after the press conference.
The date of occurrence of the event referred to in subparagraph 1 of the preceding paragraph means the date of agreement, date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a resolution of the board of directors or a committee established by it, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier; however, for any investment requiring the approval of the competent authority, the earliest of the above dates or the date of receipt of approval by the competent authority shall apply.
The filing time limits under the subparagraphs of paragraph 1 shall be based on Taiwan time, and the filings shall be made in Chinese, provided that they may also be simultaneously made in English. In addition, when foreign laws or regulations impose time constraints concerning material information that, under these Procedures, a TWSE listed company must report on behalf of a foreign enterprise, the TWSE may accommodate the time constraints on the foreign enterprise and make a simultaneous disclosure.
If a TWSE listed company issues securities outside of the ROC, and during the duration of those securities, undergoes any event in Article 4, paragraph 1, it shall simultaneously input the information or explanations in English into the Internet information reporting system designated by the TWSE, or, if it undergoes any material event that requires immediate reporting under the laws, regulations, or securities exchange rules of the country of listing or the country of the company's registration, it shall simultaneously input that information into the Internet information reporting system designated by the TWSE. If it receives a written inquiry from the securities regulatory agency or securities exchange of the country of listing or the country of the company's registration with respect to any matter with a material effect on shareholder equity or the price of securities, it shall immediately forward to the TWSE a copy of the content of the written enquiry and any response to it.
Where the paid-in capital of a TWSE listed company as at the end date of the last financial year or the sum of the foreign and mainland Chinese shareholdings stated in the shareholder register of its annual general meeting held in the preceding year meets a certain standard, the information or explanations shall be input in English into the Internet information reporting system designated by the TWSE if any of the subparagraphs of paragraph 1, Article 4 applies.
The time and standard mentioned in the preceding paragraph are as below:
- From July 2020, the paid-in capital of the end date of the last financial year is NT$15 billion at the minimum.
- From 2021, the paid-in capital of the end date of the last financial year is NT$10 billion at the minimum, or the sum of the foreign and mainland Chinese shareholdings stated in the shareholder register of its annual general meeting held in the preceding year is 30% at the minimum.
- From 2022, the paid-in capital of the end date of the last financial year is NT$2 billion at the minimum.
- From 2024, the paid-in capital of the end date of the last financial year falls short of NT$2 billion at the minimum.
If any circumstance under Article 5 applies to a TWSE secondary listed company, it shall file a report within the time limits under paragraphs 1 to 4. However, the circumstance under Article 5, paragraph 1, subparagraph 18 shall be handled no later than the date of discovery, and as promptly as possible within the time period allowed for the filing of material information under the laws or regulations of the home country or the country of listing of the secondary listed company.
If the circumstance under the preceding paragraph falls within the purview of laws or regulations of the company's home country or country of listing, then the company, within the time limit prescribed by such laws or regulations, shall simultaneously input information into the TWSE-designated information reporting website in Chinese.
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Article 7
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In any circumstance where a subparagraph of Article 4, paragraph 1 specifically requires reporting by a subsidiary, a TWSE listed company shall report on behalf of any subsidiary that is non-TWSE and non-TPEx listed and is not registered as an emerging stock company.
When any circumstance under a subparagraph of Article 4, paragraph 1 applies to a major subsidiary of a TWSE listed company, if the subsidiary is non-TWSE and non-TPEx listed and not registered as an emerging stock company, it will be deemed material information of the TWSE listed company, and the TWSE listed company shall file a report on the subsidiary's behalf.
An investment holding company or financial holding company, in addition to being required to report material information on behalf of their major subsidiaries, is also required to report material information of any subsidiary as described below, which shall be deemed a TWSE listed company:
- The net worth of a subsidiary held by an investment company, when the subsidiary is non-TWSE and non-TPEx listed and has not registered its stock as emerging stock, accounts for 2 percent or more of the net worth of the investment holding company as stated in the consolidated financial statement for the most recent period.
- A financial holding company's subsidiary in the name of which appears any of the terms "bank," "insurance," "securities," "futures," or "bills," or the net worth of which accounts for 2 percent or more of the net worth of the financial holding company stated in the consolidated financial statement for the most recent period.
Where the dollar amount of the combined investment in any single enterprise by a TWSE listed company and/or any of its subsidiaries exceeds 10 percent of the company's net worth, if such invested single enterprise is not a domestic public company, and there occurs in respect thereof any of the events set out in Article 7, subparagraphs 1 to 8 of the Securities and Exchange Act Enforcement Rules, the TWSE listed company shall report on its behalf two hours before the beginning of trading hours on the trading day following the date it learns of the occurrence of an above-stated event or of the media reportage of the event.
Where any circumstance under Article 4, paragraph 1 applies to the parent company of a TWSE listed subsidiary, when the parent company is non-TWSE and non-TPEx listed and has not registered its stock as emerging stock, it shall be deemed material information of the TWSE listed company, which shall report the information on behalf of the parent company. If the parent company is a foreign company, the TWSE listed subsidiary shall report on its behalf any of the matters in the following subparagraphs two hours before the beginning of trading hours on the trading day following the date it learns of the occurrence or on which the media reports the event:
- Material change in shareholder equity.
- Material change in business policy.
- Material disaster resulting in serious reduction or complete cessation of production.
- Material effect on shareholders' equity or company operations resulting from a change in laws, regulations, or rules of the home country
- Mass media reportage about the parent company sufficient to affect securities prices of a listed subsidiary in the ROC.
- Occurrence of any other material event that shall be immediately reported pursuant to law or regulation of the foreign company's home country.
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