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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: 2019.04.24 (Articles 4 amended,English version coming soon)
Current English version amended on 2017.12.28 
Article 5     "Material information of a TWSE secondary listed company" means the following matters:
  1. An event set out in Article 36, paragraph 2, subparagraph 2 of the Securities and Exchange Act.
  2. Material information events whose simultaneous filing is required by the laws, regulations, or bylaws of the foreign issuer's home country or its country of listing.
  3. Any circumstance in regard to the company itself set out in Article 50-3 of the TWSE Operating Rules.
  4. A change in the foreign issuer's articles of incorporation or any capital increase or decrease by the foreign issuer.
  5. Circumstances with respect to the issuance, maturity, or repurchase of the foreign issuer's preferred stock or corporate bonds, and for corporate bonds convertible to stocks, the allotment of shares in accordance with company rules.
  6. A change to the foreign issuer's principal line of business, custodian institution, or to the depositary institution located in the ROC.
  7. Any pledge, lease, sale, or retirement of major operating assets of the foreign issuer.
  8. A reduction in or cessation of production of some or all products by the foreign issuer due to a major disaster.
  9. The pendency or conclusion of a material litigation case or tax disposition case involving the foreign issuer, its custodian institution, depositary receipts, or the agent institution in the ROC of a secondary listed company, or the commencement of lawful reorganization, bankruptcy, or liquidation proceedings by the foreign issuer.
  10. Any circumstance set out in subparagraphs 6 through 9 of this article occurs to a subsidiary in which the foreign issuer holds more than a 50 percent share or a sub-subsidiary at any level beneath the foreign issuer that it directly or indirectly controls, and that materially affects its business or finances.
  11. Conduct by a promoter or director of the foreign issuer that, under the law of the foreign issuer's home country, entails joint and several liability for damages with the secondary listed company.
  12. A decision by a court of the foreign issuer's home country that duly voids or declares invalid a resolution of the foreign issuer's shareholders meeting.
  13. A change in the laws or regulations of the foreign issuer's home country that materially affects shareholder equity or corporate operations.
  14. A resolution by the board of directors of the foreign issuer to carry out a merger or consolidation, demerger, acquisition, exchange or transfer of shares to or from another, dissolution, or any material change in any of the above matters; failure for any reason by a company participating in a merger or consolidation, demerger, acquisition, or transfer of shares from another, to convene a subsequent shareholders meeting, or a veto by either side of such a proposal; or a resolution of the board of directors to cancel a merger or consolidation during the implementation of the merger or consolidation plan following the initial board resolution in favor of the merger or consolidation; or a resolution by the board of directors for a demerger or distribution of dividends, causing the holders of its issued Taiwan Depositary Receipts (TDRs) to acquire shares of another company for free.
  15. Listed foreign stocks, TDRs, or foreign bonds are reported lost, subject to a judgment of exclusion, or subject to attachment or provisional attachment by order of a court, or their holder is declared bankrupt by a court ruling, where sufficient to affect the market price of the securities listed for trading.
  16. A change in the credit rating assigned to a foreign issuer or its issued securities by a credit rating agency.
  17. A change in, or a change in the plan for, a private placement of securities by the foreign issuer.
  18. A report in the domestic or foreign mass media or any information provided by any investor sufficient to affect the price of a listed foreign stock, TDRs, foreign bond straight bonds, foreign convertible corporate bonds, or foreign corporate bonds with warrants.
  19. Change in chairperson, general manager, juristic-person director or supervisor, independent director, principal financial or accounting officer, internal audit officer, attesting CPA, CPA for secondary review, or agent for litigious and non-litigious matters, of the foreign issuer.
  20. Termination on the CPA's own initiative or otherwise failure by the CPA of the foreign issuer to carry out the audit and attest work on the company's financial reports.
  21. Any amendment to the depositary agreement signed between the foreign issuer and the depository institution that has a material effect on shareholder equity.
  22. A resolution by the foreign issuer to repurchase TDRs, the expiration of the repurchase period or completion of the repurchase, or the repurchased TDRs cumulatively reaching 2 percent of the total number of the already issued TDRs, or the number of outstanding units of the TDRs being less than 12 million units.
  23. The date for and the relevant financial and business information with respect to convening by the foreign issuer of a press conference, investor conference, or other public disclosure of financial and business information that has not been entered into the Market Observation Post System.
  24. Inability by the foreign issuer to punctually pay for foreign straight bonds, foreign convertible corporate bonds, or foreign corporate bonds with warrants that have matured or that creditors have requested it to redeem.
  25. Failure by the foreign issuer to file the financial report by the deadline under the regulations of the original place of listing.
  26. Publication of information by a foreign issuer on its own initiative that has a material effect on shareholder equity or the price of securities.
    Documents or materials submitted by a TWSE secondary listed company to the securities exchange or supervisory authorities of its original listing shall be simultaneously submitted to the TWSE.
    A TWSE secondary listed company may engage its agent in the Republic of China to conduct the filing of material information with the TWSE via the Internet.
     If any circumstance under paragraph 1, subparagraph 24 applies to a TWSE secondary listed company, then by the tenth day of each month, it shall input the monetary amount and quantity unredeemed and the status of negotiations with creditors as of the end of the preceding month, the cash budget statement for the current month, and the status of execution of the cash budget statement for the preceding month, until redemption has been completed in full.