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Article NO. Content

Title:

Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities  CH

Amended Date: 2017.12.28
Article 11      The term "material information used in a TWSE listed company's press briefing concerning material information" means the following items provided by the TWSE listed company on its own initiative, or investigated and verified at the initiative of the TWSE:
  1. The dishonoring of a negotiable instrument due to insufficient deposits, refusal by a financial institution to honor a transaction, or other loss of credit of a listed company or the parent or a subsidiary of the listed company.
  2. Any litigious or non-litigious matter, administrative disposition, contentious administrative procedure, provisional attachment, provisional injunction, or compulsory execution with respect to a TWSE listed company or its responsible person which has a material effect on the company's finances or business.
  3. A serious decrease in output or a complete cessation of work.
  4. A resolution by the board of directors of a TWSE listed company, its parent, or its subsidiary to petition a court for bankruptcy or reorganization, or a third party's petition to a court for its bankruptcy or reorganization, or a court ruling prohibiting transfer of the company's shares pursuant to relevant laws and regulations.
  5. The signing, termination, or rescission of an important memorandum of understanding, strategic alliance, plan for business cooperation, mutual non-competition agreement, or important contract, or a change in important content of a business plan, or the completed development of a new product, the successful development and formal beginning of mass production of trial products, or major development progress of a new product or technology, which has a material effect on the finances or business of the company.
  6. A resolution by the board of directors or a shareholders' meeting to apply for termination of TWSE listing for trading of its securities.
  7. A resolution by the board of directors for a capital reduction (excluding retirement of treasury shares), merger or consolidation, cancellation of a merger or consolidation, spin-off, acquisition, exchange, conversion or acquisition of shares, dissolution, or participation in the establishment of or conversion into a financial holding company, investment holding company, or subsidiary of such a company, or the inability to convene a subsequent shareholders' meeting by a company participating in a merger, consolidation, spin-off, acquisition, or acquisition of shares, or the veto of a proposal for merger, consolidation, spin-off, acquisition, or acquisition of shares. This provision shall not apply under the following two circumstances:
    1. A merger/acquisition conducted under Article 18, paragraph 7, Article 29, paragraph 6, Article 36, paragraph 1 and 2 of the Business Mergers and Acquisitions Act, where no shareholder resolution is required and the non-surviving enterprise or the non-TWSE or non-GTSM listed company subject to share conversion has share capital of less than NTD 1 billion, or a merger/acquisition conducted in accordance with Article 19, paragraph 1, Article 30, paragraph 1, Article 37, paragraph 1 of the Business Mergers and Acquisitions Act. If the merged/acquired enterprise is a company with shares having no par value, or a par value other than NT$10, the enterprise's net worth shall be substituted for the above-mentioned calculation of share capital.
    2. A capital reduction by a major subsidiary or by a subsidiary of an investment holding company or a financial holding company as specified in Article 7, paragraph 3.
  8. Transactions between the TWSE listed company and related parties: acquisition or disposal of real property, or acquisition or disposal of assets other than real property, where the monetary amount of the individual transaction, or of cumulative transactions with the same trading counterparty within 1 year, reaches 20 percent of the company's share capital, 10 percent of its total assets, or NT$300 million. In the case of a company with shares having no par value or a par value other than NT$10, 10 percent of the net worth shall be substituted for the above-mentioned calculation of 20 percent of share capital. However, this requirement shall not apply to transactions between the above-mentioned TWSE listed company and related parties in any of the following circumstances:
    1. Trading of government bonds, repo/reverse repo trades of bonds, or subscription or redemption of domestic money market funds.
    2. A financial holding company, banking enterprise, insurance enterprise, securities enterprise, or any subsidiary thereof, acquiring or disposing of publicly offered open-end funds issued by its parent or subsidiary companies, or engaging in bill or bond transactions.
    3. Transactions with a parent company or a subsidiary of the TWSE listed company, or between subsidiaries of the TWSE listed company.
  9. The occurrence of a disaster, group protest, strike, or environmental pollution event, disposition by a competent authority or other material event resulting in material damage to the company, where the estimated loss after deduction of the benefits calculated pursuant to the insurance contract exceeds 20 percent of the company's share capital or is NT$300 million or more. In the case of a company with shares having no par value or a par value other than NT$10, 10 percent of the net worth shall be substituted for the above-mentioned calculation of 20 percent of share capital.
  10. The voidance of a financial holding company's permit, or the voidance of a permit, by the relevant competent authority, of a TWSE listed company that is a bank, securities, futures, or insurance enterprise as defined in the Organic Act Governing the Establishment of the Financial Supervisory Commission.
  11. The occurrence of any circumstance under Article 4, paragraph 1, subparagraphs 4, 19, 27, 40 or 46, except where the TWSE has announced the halt or resumption of dealings in the listed securities in accordance with these Procedures.
  12. Any major policy resolutions of the board of directors of the company, or any other circumstance with a material effect on shareholder equity or the price of its securities.
     For a major subsidiary of a TWSE listed company, or a subsidiary that meets the standards of Article 7, paragraph 3, or a TWSE listed company that is a subsidiary in a parent-subsidiary relationship in which the domestic parent company is neither TWSE listed, GTSM listed, nor registered as an emerging stock company and encounters any circumstance under the subparagraphs of paragraph 1 herein, it will be deemed material information of a TWSE listed company, and a press briefing shall be held by the TWSE listed company.