These Procedures are adopted pursuant to Article 48-1 of the Taiwan Stock Exchange Corporation (TWSE) Operating Rules.
"Material information" in these Procedures means the following matters:
- Matters specified in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act.
- Circumstances related to the issuer as specified in Articles 50 and 50-1 of the TWSE Operating Rules.
- Matters specified in Article 7 of the Regulations Governing the Issuance of Call (Put) Warrants by Issuers.
- Any change of the issuer's articles of incorporation, or any capital increase/decrease that is likely to have a material effect on the rights and interests of shareholders.
- Change of a principal line of business of the issuer.
- The issuer's losses from trading of financial derivatives products account for 3% or more of the net worth.
- The issuer experiences a major disaster or labor dispute that has a material effect on its business operations.
- A major litigation case or tax disposition case involving the issuer is pending or concluded, or the issuer undergoes company reorganization or liquidation proceedings in accordance with law.
- Any matter specified in subparagraphs 4 to 8 under this Article occurs to a branch unit of the issuer, with a material effect on the issuer's business operations.
- Any act of a promoter or director of the issuer, for which joint and several liability for damages is shared with the company.
- A resolution of the issuer's shareholders' meeting is duly voided or declared invalid by a court.
- A change of laws, regulations, or bylaws of the issuer's home country, with a material effect on shareholder equity or the company's business operations.
- If any matter specified in subparagraphs 2 to 10 above occurs to an institution that has been engaged to handle risk management, the issuer shall explain the matter on its behalf.
- Any material information that a foreign issuer is required to report in a timely manner in accordance with the laws of its home country.
- Mass media reportage in Taiwan or abroad that could affect the price of such call (put) warrants.
If any circumstance specified in the preceding Article occurs to the issuer or is discovered to be reported in the mass media, or there is a discrepancy between a media report and the fact, the issuer shall, before trading hours begin on the business day following the day of the occurrence of the fact or of the mass media reportage, input the cause, source, content, and an explanation of such information into the TWSE-designated Internet information reporting system. the issuer is unable to input the information for any reason, it shall on its own initiative fill out a Public Statement Concerning Material Information - Form (1) (See Attachment 1) or a Public Statement Concerning Material Information - Form (2) (See Attachment 2), and submit the form to the TWSE by facsimile.
If the TWSE discovers, or an investor makes an inquiry by facsimile with supporting materials (see Attachment 3) to the TWSE regarding, any material information under Article 2 that has not been announced by the issuer, the TWSE as it deems necessary may fill out a Public Statement Concerning Material Information of a Listed Company - Form (3) (See Attachment 4), stating the source and content of the information, and make an inquiry by facsimile or telephone to the issuer's spokesperson or acting spokesperson. The issuer shall provide explanations in response to each point in the inquiry, and input the information required within the time limit prescribed by the TWSE to the TWSE-designated Internet information reporting system.
A written inquiry by an investor under the preceding paragraph shall be filled out with the real name, ID number or GUI number, address, and contact number of the investor. The TWSE may, during normal business hours, present the inquiry to the issuer using the original inquiry or a summary thereof.
To save time, a Public Statement filled out by an issuer in accordance with Article 3 shall be sent to the TWSE by facsimile first, and then the original copy shall be delivered to the TWSE. If any discrepancy is found to exist between the original copy and the faxed copy, the issuer shall be responsible for the discrepancy and make a public announcement to clarify it. A foreign issuer shall present the information truthfully in English accompanied by a Chinese summary, or only in Chinese. The responsible person or managerial person of the issuer shall affix his/her seal thereto to show his/her responsibility.
The TWSE may publicly release the Public Statement Concerning Material Information provided by the issuer, make public disclosure thereof through the TWSE information transmission system, or handle the Public Statement in accordance with the TWSE Rules Governing Implementation of the Stock Market Surveillance System, and may forward photocopies thereof to all securities brokers for display at their places of business and at the TWSE Investor Library for the reference of the investing public.
If the issuer does not on its own initiative submit the Public Statement in accordance with these Procedures, or within the time limit prescribed by the TWSE, or input the information in the TWSE-designated Internet information reporting system, the TWSE may impose a penalty of NT$30,000. If required to take remedial action, the issuer shall do so within the time limit prescribed by the TWSE, or a penalty of NT$10,000 per instance may be imposed until the date of compliance.
An issuer on which the TWSE has imposed a penalty shall pay the penalty to the TWSE Finance Department within five days from receiving notice from the TWSE.
These Procedures shall take effect after having been submitted to and approved by the competent authority. Subsequent amendments thereto shall be effected in the same manner.