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Article 47
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A TWSE listed company, TIB listed company, TWSE primary listed company or TIB primary listed company shall provide the following information within the prescribed time period:
- With the exception of announcements of book closure of the shareholders' register because of the convening of a regular shareholders meeting, special shareholders meeting, or target date fixed by the company for distribution of dividends, bonus, or other benefits under Article 165 of the Company Act or the laws of the jurisdiction of incorporation, for which it is not necessary to send the downloaded information to the TWSE, for all other announcements related to the rights and obligations of shareholders, the relevant particulars shall be entered into the Internet information reporting system designated by the TWSE, and the downloaded information shall be sent to the TWSE. Where particulars that should be publicly announced were not announced, or where the announced items were not sufficiently explanatory, the TWSE may inform the company to make the announcement or to supplement or amend the announcement.
- Before convening a shareholders meeting, the board meeting minutes along with the public announcement of book closure of the shareholders' register shall be entered into the Internet information reporting system designated by the TWSE in accordance with the preceding article.
- Within 20 days of the general shareholders meeting, one copy of the annual report to the shareholders meeting shall be submitted.
- Where approval is granted for the issuance of securities or follow-on issuance of new shares, one copy of the prospectus shall be submitted.
- One copy of each of the financial reports, documents, reports or forms required to be provided to the TWSE pursuant to Article 36 of the Securities and Exchange Act, and when the annual financial reports are submitted, one copy of the consolidated financial statements of the affiliates shall be provided.
- Information required to be submitted according to the competent authority’s List of Information about Offering and Issuance of Securities by Foreign Issuers to be Published and Submitted to the the Commission.
- Other information as required by the Competent Authority and the TWSE.
Where a TWSE listed company, TIB listed company, TWSE primary listed company or TIB primary listed company issuing overseas securities on an overseas stock exchange is required by the laws and regulations of the jurisdiction in which the listing is to take place to provide or disclose certain information, a copy of such information shall be provided to the TWSE within 2 days after such information has been so provided.
The TWSE may, according to a TWSE listed company's, TIB listed company’s, TWSE primary listed company’s or TIB primary listed company’s scale, nature of business, and other necessary circumstances, require the company to prepare a sustainability report, and to file it through the internet information reporting system designated by the TWSE. The operation rules governing such reports will be separately prescribed.
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Article 48
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Within 2 days of the occurrence or of the effectiveness of the following events, a TWSE listed company or TIB listed company shall report to the TWSE:
- Where any of the conditions specified in Articles 49, 49-2 and 50, or Articles 49-4 and 50-9, of these Operating Rules occurs to a TWSE listed company or a TIB listed company, as applicable.
- Amendment of its articles of incorporation, or increase/decrease of capitalization.
- Issuance of preferred classes of shares, or the issuance, maturity or redemption of corporate bonds, or the conversion of convertible bonds into shares in accordance with its terms.
- Addition or reduction or substitution in value of the security for the bond.
- The reaching of a resolution referred to in Article 185 of the Company Act, the purchase of shares referred to in Article 186 of the Company Act, or the negotiation and determination of the purchase price of shares referred to in Article 187 of the Company Act.
- Any action of the promoters or directors that under the Company Act carries liability for damages.
- Any resolutions of the regular or special meeting of shareholders which have been revoked by a court in accordance with the law.
- Where reports are made to the Competent Authority pursuant to Article 25, and Article 36, paragraph 2 of the Securities and Exchange Act.
- Any judicial decision on the reported loss of, and deprivation of rights for listed securities, or the attachment or provisional attachment thereof, or its holder is adjudicated to be bankrupt.
A TWSE primary listed company or a TIB primary listed company in the following circumtsances shall notify the TWSE within 2 days of occurrence of the event or the day when the event takes legal effect:
- Where any of the conditions specified in Articles 49-1, 49-3 and paragraph 1, subparagraph 2 of Article 50-3, or Articles 49-4 and 50-9, of these Operating Rules occurs to a TWSE primary listed company or a TIB primary listed company, as applicable.
- Amendment of its articles of incorporation, or increase/decrease of capitalization.
- Issuance of preferred classes of shares, or the issuance, maturity or redemption of corporate bonds, or the conversion of convertible bonds into shares in accordance with its terms.
- Addition or reduction or substitution in value of the security for the bond.
- Where a resolution consistent with the requirements under Article 185 of the ROC Company Act is made at a shareholders meeting convened according to the articles of incorporation, or dissenting shareholders at the above shareholders meeting request the company to purchase shares, or the company negotiates share price with dissenting shareholders.
- Any action of the promoters or directors that under the Company Act carries liability for damages.
- Any resolutions of the regular or special meeting of shareholders which have been revoked by a court in accordance with the law.
- Where reports are made to the Competent Authority pursuant to Article 25, and Article 36, paragraph 2 of the Securities and Exchange Act.
- Any judicial decision on the reported loss of, and deprivation of rights for listed securities, or the attachment or provisional attachment thereof, or its holder is adjudicated to be bankrupt.
A SITE or an FTE to which any of the following conditions applies shall report to the TWSE:
- Any changes in the specimen certificate of a beneficial certificate.
- Any events specified in Article 63 or Article 78 of the Regulations Governing Securities Investment Trust Funds, or Article 73 or Article 82 of the Regulations Governing Futures Trust Funds.
- Any events specified in Article 3, Article 4, Article 5, or Article 24 of the Rules Governing Securities Investment Trust Enterprises or Article 8, Article 9, Article 10, or Article 38 of the Regulations Governing Futures Trust Enterprises.
Upon receiving any notice made pursuant to the preceding three paragraphs, or where it learns such information from other sources, in order to provide reference material to the public, the TWSE shall, in addition to processing the matter in accordance with regulations or reporting to the Competent Authority for its disposal, publicly announce the matter or notify the TWSE listed company, TIB listed company, TWSE primary listed company or TIB primary listed company in writing to report it on the Internet information reporting system designated by the TWSE.
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