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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 7      In any circumstance where a subparagraph of Article 4, paragraph 1 specifically requires reporting by a subsidiary, a TWSE listed company shall report on behalf of any subsidiary that is non-TWSE and non-GTSM listed and is not registered as an emerging stock company.
     When any circumstance under a subparagraph of Article 4, paragraph 1 applies to a major subsidiary of a TWSE listed company, if the subsidiary is non-TWSE and non-GTSM listed and not registered as an emerging stock company, it will be deemed material information of the TWSE listed company, and the TWSE listed company shall file a report on the subsidiary's behalf.
    An investment holding company or financial holding company, in addition to being required to report material information on behalf of their major subsidiaries, is also required to report material information of any subsidiary as described below, which shall be deemed a TWSE listed company:
  1. The net worth of a subsidiary held by an investment company, when the subsidiary is non-TWSE and non-GTSM listed and has not registered its stock as emerging stock, accounts for 2 percent or more of the net worth of the investment holding company as stated in the consolidated financial statement for the most recent fiscal year.
  2. A financial holding company's subsidiary in the name of which appears any of the terms "bank," "insurance," "securities," "futures," or "bills," or the net worth of which accounts for 2 percent or more of the net worth of the financial holding company stated in the consolidated financial statement for the most recent fiscal year.
    Where the dollar amount of the combined investment in any single enterprise by a TWSE listed company and/or any of its subsidiaries exceeds 10 percent of the company's net worth, if such invested single enterprise is not a domestic public company, and there occurs in respect thereof any of the events set out in Article 7, subparagraphs 1 to 8 of the Securities and Exchange Act Enforcement Rules, the TWSE listed company shall report on its behalf two hours before the beginning of trading hours on the trading day following the date it learns of the occurrence of an above-stated event or of the media reportage of the event.
    Where any circumstance under Article 4, paragraph 1 applies to the parent company of a TWSE listed subsidiary, when the parent company is non-TWSE and non-GTSM listed and has not registered its stock as emerging stock, it shall be deemed material information of the TWSE listed company, which shall report the information on behalf of the parent company. If the parent company is a foreign company, the TWSE listed subsidiary shall report on its behalf any of the matters in the following subparagraphs two hours before the beginning of trading hours on the trading day following the date it learns of the occurrence or on which the media reports the event:
  1. Material change in shareholder equity.
  2. Material change in business policy.
  3. Material disaster resulting in serious reduction or complete cessation of production.
  4. Material effect on shareholders' equity or company operations resulting from a change in laws, regulations, or rules of the home country
  5. Mass media reportage about the parent company sufficient to affect securities prices of a listed subsidiary in the ROC.
  6. Occurrence of any other material event that shall be immediately reported pursuant to law or regulation of the foreign company's home country.