| Title： |
Taiwan Stock Exchange Corporation Rules for Regulating Primary Listed Foreign Issuers(2011.12.09) |
| Date： |
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Article 4
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After listing on the TWSE, a primary listed company shall publish its financial reports on the information reporting website designated by the TWSE and additionally submit the hardcopy versions for meeting the regulatory filing requirement, and the financial reports thus published and filed shall conform to the following:
1. The financial reports shall be prepared in accordance with the generally accepted accounting principles in Taiwan or the United States or in accordance with the international accounting standards, using the New Taiwan Dollar (NTD) as the reporting currency. If the financial reports are prepared under Taiwan's accounting principles, the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be complied with, but Article 24 thereof need not be applied.
2. The financial reports shall be prepared using period-to-period comparison and shall comprise the four major financial statements (namely, the consolidated balance sheet, consolidated income statement, consolidated cash flow statement, and consolidated statement of changes in shareholders' equity) and the accompanying notes, except that in the case of a quarterly consolidated financial report the consolidated statement of changes in shareholders' equity is not required to be included. The accompanying notes included in financial reports shall include an indication of the specific accounting principles used, and, if the financial reports are not prepared under the financial reporting standards of Taiwan, a disclosure shall be made of any differences between the period-to-period balance sheet, income statement accounts, and the accompanying notes presented under such other financial reporting standards and those presented under Taiwan's financial reporting standards, specifying in particular any line-item that involves a difference and the amount affected. If the financial reports are prepared under Taiwan's accounting principles, the information on the items of loans to others and of endorsements or guarantees made to others presented in the accompanying notes shall be separately disclosed and may not be expressed as a net amount on a consolidated basis.
3. An annual financial report shall be published and filed within 4 months following the end of each business year, accompanied by an audit report issued by two domestic CPAs of an accounting firm approved by the competent authority to certify and attest to the financial reports of public companies; a semi-annual financial report shall be published and filed within 75 days following the end of each business half-year, accompanied also by an audit report issued by two domestic CPAs of an accounting firm approved by the competent authority to certify and attest to the financial reports of public companies; and a first or third quarter financial report, as the case may be, shall be published and filed within 45 days following the end of each first or third quarter of the business year, for which no CPA audit or review is required.
4. The financial reports published and filed pursuant to regulatory requirements shall all bear the signature or seal of the chairperson and managerial and accounting officers, who shall also issue a statement that the financial reports contain no misrepresentations or nondisclosures.
In the case of shares having no par value or a par value other than NT$10, where the calculation of 5 percent of paid-in capital is applicable under Article 6 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers, 2.5 percent of shareholders’ equity shall be substituted; for the calculation of 20 percent of paid-in capital under Article 17 thereof, 10 percent of shareholders’ equity shall be substituted.
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Article 5
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After listing on the TWSE, a primary listed company shall publish its annual report to shareholders on the TWSE-designated information reporting website and additionally submit the hardcopy version to meet regulatory filing requirements, and shall comply with the following requirements:
1. The annual report to shareholders shall contain the information prescribed in Article 21 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers. The content of the annual report shall be in the Chinese language or a Chinese-English bilingual format. However, if a Chinese-English bilingual format is used and there is any discrepancy in the interpretation of the meaning of the respective texts, the Chinese version shall prevail.
2. Before the date on which a regular shareholders meeting is convened, the electronic file of the annual report to shareholders shall be transmitted to the TWSE-designated information reporting website and, within 30 days after each regular shareholders meeting, two hardcopies of the annual report to shareholders shall be submitted to the TWSE for review.
Prospectuses of a primary listed company shall be handled in compliance with Taiwan’s Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses, except as otherwise provided by the laws and regulations of the country where the primary listed company is registered.
In the case of shares having no par value or a par value other than NT$10, where the calculation of 10 percent of paid-in capital is applicable under Article 19, paragraph 1, subparagraph 1 of the Regulations referred to in the preceding paragraph, 5 percent of shareholders’ equity shall be substituted; for the calculation of 20 percent of paid-in capital under Article 25, paragraph 1, subparagraph 8, item 2 thereof, 10 percent of shareholders’ equity shall be substituted.
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Article 8
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Where a primary listed company lends funds to others or makes endorsements or guarantees to others, it shall do so in compliance with Taiwan’s Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, except as otherwise provided by the laws and regulations of the country where it is registered.
The provisions of Article 12, paragraph 1, subparagraph 7 and Article 17, paragraph 4 of the Regulations referred to in the preceding paragraph need not be applied to a primary listed company.
In the case of shares having no par value or a par value other than NT$10, where the calculation of paid-in capital is applicable under Article 12, paragraph 1, subparagraph 11 of the Regulations referred to in paragraph 1, it refers to the sum of the share capital plus capital reserves minus the original issue premium.
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Article 9
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Acquisition or disposal of assets by a primary listed company shall be handled in compliance with Taiwan’s Regulations Governing the Acquisition and Disposal of Assets by Public Companies, except as otherwise provided by the laws and regulations of the country where the primary listed company is registered.
The provisions of Article 4, paragraph 1, subparagraph 7 and Article 17, paragraph 1 of the Regulations referred to in the preceding paragraph need not be applied to a primary listed company.
In the case of shares having no par value or a par value other than NT$10, where the calculation of 20 percent of paid-in capital is applicable under Article 9, 10, 11, 30, or 33 of the Regulations referred to in paragraph 1, 10 percent of shareholders’ equity shall be substituted.
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Article 21
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If any of the following material events occurs to a primary listed company, the TWSE shall conduct verification and public disclosure operations following its Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities. The TWSE shall analyze and collect relevant information on the material event, and when necessary prepare an analysis report:
1. Finances
(1) The primary listed company's financial statements for the current period show serious loss, such that the company's net worth is lower than the share capital stated in the financial report.
In the case of shares having no par value or a par value other than NT$10, the “share capital” refers to the sum of the share capital plus capital reserves minus the original issue premium.
(2) The CPA issues an audit or review report expressing an opinion other than an unqualified opinion or a non-standard audit or review report, and the circumstances are serious.
(3) The primary listed company or its parent company or any of its subsidiaries has experienced a loss of creditworthiness.
(4) A principal debtor of the listed company has filed for bankruptcy or experienced any other similar event, or a principal debtor in favor of whom the company has made an endorsement or guarantee is unable to settle a debt or obligation when due.
(5) From financial information submitted by the primary listed company it is found that the company has provided any endorsement or guarantee for a company with which it does not do business, or that it has provided company assets as collateral for loan borrowings of another person.
(6) The assets (excluding all types of domestic stocks and open-end bond funds) acquired or disposed of by the primary listed company or its subsidiaries reach 20 percent or more of the share capital stated in the company's financial report, or NT$300 million or more.
In the case of shares having no par value or a par value other than NT$10, for the calculation of the aforesaid 20 percent of share capital, 10 percent of shareholders’ equity shall be substituted.
(7) The amount of open interest in derivatives held for trading purposes in the current month shows a month-on-month increase of 10 percent or more of the share capital stated in the financial report, or the combined amount of realized and unrealized losses shows a month-on-month increase of NT$100 million or more. In the case of shares having no par value or a par value other than NT$10, for the calculation of the aforesaid 10 percent of share capital, 5 percent of shareholders’ equity shall be substituted.
2. Business
(1) The financial statements of the primary listed company for the current period indicate a serious reduction in production, or a suspension of manufacturing operations in whole or in part, resulting in serious loss, and it is predicted that the circumstance cannot be improved within a short time.
(2) Any of the primary listed company's plants or major facilities has been rented out, or all or a substantial part of the company's major assets have been pledged, such that there is a likelihood of operational difficulties or suspension of operations.
(3) Any instance of major disaster, protest, strike, or environmental pollution occurs to the primary listed company and it is predicted that the business operations cannot be restored within a short time, or the predicted losses exceed 20 percent of the share capital stated on the financial report. In the case of shares having no par value or a par value other than NT$10, for the calculation of the aforesaid 20 percent of share capital, 10 percent of shareholders’ equity shall be substituted.
3. Other
(1) Any matter involving litigious or non-litigious proceedings, an administrative disposition, or contentious administrative proceedings, with a material effect on the primary listed company's financial or business operations.
(2) The primary listed company issues any material information, or the press/media report any event with a material effect on the company's operations.
(3) An independent director's office that the primary listed company establishes in accordance with regulatory requirement becomes vacant for any reason other than illness, death, or other force majeure event, resulting in an insufficient number of independent directors, or as a result the company has no independent director with a household registration in Taiwan.
(4) A circumstance arises in which the primary listed company has no agent for litigious and non-litigious matters in Taiwan.
(5) The competent authority or the TWSE otherwise deems necessary.
When any material event occurs to a primary listed company, the TWSE may require the primary listed company or its CPA or lead underwriter, or agent for litigious and non-litigious matters in Taiwan, or independent director(s) to give explanatory information on specified matters and may, in consideration of the actual situation, require the primary listed company to submit a regulatory filing of the explanatory matters on the TWSE-designated information reporting website or require the primary listed company to hold an informational press conference.
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