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Article NO. Content

Title:

Operating Rules of the Taiwan Stock Exchange Corporation  CH

Amended Date: 2018.10.04
Article 46     Where a listed company closes the books on changes to the shareholders register in accordance with Article 165 of the Company Act, it shall, before the last date the shareholders register may be changed and within the time period required by the TWSE, publicly announce on the website reporting system designated by the TWSE the reason for the suspension, date of suspension, amount of dividends and bonuses to be distributed, and allocation of rights. However, in special circumstances, where the reasons are stated, the company may simply publicly announce in advance the reasons for convening a shareholders meeting and the date of the meeting. In such cases, it shall follow up, at least 40 days prior to the date of the shareholders meeting, with a public announcement on the above-mentioned website designated by the TWSE of the amount of dividends and bonuses to be distributed or rights to be allocated.
    If there is subsequently any change in information publicly announced by a listed company under the preceding paragraph, or the public announcement is not made by the listed company within the time period specified by the TWSE, then the listed company shall bear full liability for any resultant trade dispute or damage suffered by a party to a trade.
    The provisions of paragraph 2 of this Article shall apply mutatis mutandis to a SITE or an FTE setting a time period for changes to the beneficiaries list or date of distribution of profits when handling matters set forth in Article 64, Article 68, and Article 77 of the Regulations Governing Securities Investment Trust Funds or Article 60, Article 63, or Article 78 of the Regulations Governing Futures Trust Funds.
    The provisions of paragraphs 1 and 2 shall apply mutatis mutandis for the book closure period during which the shareholders list, beneficiaries list, and foreign bond holders list may not be changed due to the distribution of stock dividends, bond interest, bonus, or other interests in accordance with the laws of its country of registration, in respect of bonds issued by a foreign issuer or its agent institution, stocks issued by a primary or secondary listed company or its agent institution, or foreign securities represented by Taiwan Depositary Receipts issued by a foreign issuer or its depositary institution. All shareholders of a TWSE primary listed company shall be notified by 30 days before the convening of a regular shareholders meeting. If a TWSE primary listed company, however, under the laws and regulations of the country of its registration, is unable to deliver the notice of the convening of the shareholders meeting by 30 days before the meeting, it shall deliver notice to all shareholders, at the latest, by 21 days before the regular shareholders meeting, and shall make a supplementary public disclosure by 10 days before the date of delivery of the shareholders meeting notice.
    The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when a trustee institution sets a record date for book closure of the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or of distribution of profit on a special purpose trust, or when a special purpose company sets a record date for book closure for entries in the register of holders of asset-backed securities or a record date for distributions because of the convening of a meeting of holders of asset-backed securities or distribution or repayment of principal, profit, interest, or other income rights in accordance with an asset securitization plan.
    The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when a securitization trustee institution sets a record date for book closure of the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or distribution of income.
    The provisions of paragraphs 1 and 2 shall apply mutatis mutandis when an issuer of ETNs sets a record date for book closure of the register of holders of ETNs or for distribution of income because of distribution of income.
    When an offshore fund institution, for purposes of holding a beneficial owners meeting or shareholders meeting of an offshore ETF, or for distribution of income or dividends, sets the record date for book closure period of the register of beneficial owners or register of shareholders or for a distribution of income or dividends, the provisions of paragraph 1 shall apply mutatis mutandis to the master agent appointed by the offshore fund institution.
    When an offshore fund institution entrusts its master agent to make any public announcement of a matter under the preceding paragraph, if, due to any subsequent change or to a failure to make the public announcement by the deadline under TWSE regulations, any trade dispute occurs and a party to the trade suffers any loss, the offshore fund institution and the master agent shall without exception be held fully liable.
    When a listed company or a primary listed company has not issued a cash dividend within 3 months after the ex-dividend record date, the TWSE may impose a penalty of NT$100,000 and send the company a written notice to correct the situation within 1 month after its receipt of the notice. If the company again fails to issue the dividend within the deadline, the TWSE may impose a penalty of not less than NT$200,000 and not more than NT$1 million, and may impose a new deadline for correction according to the circumstances of the individual case. If the company still fails to comply, the TWSE may impose a penalty of not less than NT$200,000 and not more than NT$1 million for each successive failure to comply.