| 11 | The term "material information used in a TWSE listed company's press briefing concerning material information" means the following items provided by the TWSE listed company on its own initiative, or investigated and verified at the initiative of the TWSE:
- The dishonoring of a negotiable instrument due to insufficient deposits, refusal by a financial institution to honor a transaction, or other loss of credit of a listed company or the parent or a subsidiary of the listed company; an announcement by the TWSE of the suspension of trading of the listed securities of the listed company due to a change in managerial control and a material change in the scope of business that the listed company undergoes as set forth in Article 50, paragraph 1, subparagraph 14, or Article 50-3, paragraph 1, subparagraph 11 of the TWSE Operating Rules.
- Any litigious or non-litigious matter, administrative disposition, contentious administrative procedure, provisional attachment, provisional injunction, or compulsory execution with respect to a TWSE listed company or its responsible person which has a material effect on the company's finances or business.
- A serious decrease in output or a complete cessation of work.
- A resolution by the board of directors of a TWSE listed company, its parent, or its subsidiary to petition a court for bankruptcy or reorganization, or a third party's petition to a court for its bankruptcy or reorganization, or a court ruling prohibiting transfer of the company's shares pursuant to relevant laws and regulations.
- The signing, termination, or rescission of an important memorandum of understanding, strategic alliance, plan for business cooperation, mutual non-competition agreement, or important contract, or a change in important content of a business plan, or the completed development of a new product, the successful development and formal beginning of mass production of trial products, or major progress in the development of a new product or technology, which has a material effect on the finances or business of the company.
- A resolution by the board of directors or a shareholders' meeting to apply for termination of TWSE listing for trading of its securities.
- A resolution by the board of directors for a capital reduction (excluding retirement of treasury shares), merger or consolidation, cancellation of a merger or consolidation, spin-off, acquisition, exchange, conversion or acquisition of shares, dissolution, or participation in the establishment of or conversion into a financial holding company, investment holding company, or subsidiary of such a company, or the inability to convene a subsequent shareholders' meeting by a company participating in a merger, consolidation, spin-off, acquisition, or acquisition of shares, or the veto of a proposal for merger, consolidation, spin-off, acquisition, or acquisition of shares, which has a significant impact on the company’s finance or business. This provision shall not apply under the following circumstances:
- A merger/acquisition conducted under Article 18, paragraph 7, Article 29, paragraph 6, Article 36, paragraph 1 and 2 of the Business Mergers and Acquisitions Act, where no shareholder resolution is required and the non-surviving enterprise or the non-TWSE or non-TPEx listed company subject to share conversion has share capital of less than NTD 1 billion, or a merger/acquisition conducted in accordance with Article 19, paragraph 1, Article 30, paragraph 1, Article 37, paragraph 1 of the Business Mergers and Acquisitions Act. If the merged/acquired enterprise is a company with shares having no par value, or a par value other than NT$10, the enterprise's net worth shall be substituted for the above-mentioned calculation of share capital.
- A capital reduction by a company on behalf of which a press briefing is held by a TWSE listed company , as specified in paragraph 2 of this article.
- Acquisition or disposal by the TWSE listed company of assets or right-of-use assets of related parties, where the monetary amount of the individual transaction, or of cumulative transactions with the same trading counterparty within 1 year, reaches 20 percent of the company's share capital, 10 percent of its total assets, or NT$300 million. In the case of a company with shares having no par value or a par value other than NT$10, 10 percent of the net worth shall be substituted for the above-mentioned calculation of 20 percent of share capital. However, this requirement shall not apply to transactions between the above-mentioned TWSE listed company and related parties in any of the following circumstances:
- Trading of domestic government bonds, repo/reverse repo trades of bonds; acquisition or disposal of any type of publicly placed open-end fund or financial product issued by a commercial bank that matures within three months with principal and interest guaranteed; information on derivatives trading that is to be filed before the 10th day of each month.
- A financial holding company, banking enterprise, insurance enterprise, securities enterprise, or any subsidiary thereof, acquiring or disposing of publicly offered open-end funds issued by its parent or subsidiary companies, or engaging in bill or bond transactions.
- Transactions with a parent company or a subsidiary of the TWSE listed company, or between subsidiaries of the TWSE listed company.
- Acquisition in the operation of construction business of real property under an arrangement of engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale.
- Transactions between the TWSE listed company and another subsidiary of the same parent company concerning the right-of-use assets of real property or right-of-use assets of equipment for business use.
- The occurrence of a disaster, group protest, strike, or environmental pollution, cyber security event, disposition by a competent authority or other material event resulting in material damage or impact to the company, where the estimated loss after deduction of the benefits calculated pursuant to the insurance contract exceeds 20 percent of the company's share capital or is NT$300 million or more. In the case of a company with shares having no par value or a par value other than NT$10, 10 percent of the net worth shall be substituted for the above-mentioned calculation of 20 percent of share capital.
- The voidance of a financial holding company's permit, or the voidance of a permit, by the relevant competent authority, of a TWSE listed company that is a bank, securities, futures, or insurance enterprise as defined in the Organic Act Governing the Establishment of the Financial Supervisory Commission.
- The occurrence of a material incident under Article 4, paragraph 1, subparagraph 4 or the former part of subparagraph 19, or any circumstance under subparagraph 27 or 46.
- Any major policy resolutions of the board of directors of the company, or any other circumstance with a material effect on shareholder equity or the price of its securities.
For a major subsidiary of a TWSE listed company that is non-TWSE and non-TPEx listed and not registered as an emerging stock company, or a subsidiary that meets the standards of Article 7, paragraph 3, or a TWSE listed company that is a subsidiary in a parent-subsidiary relationship in which the domestic parent company is neither TWSE listed, TPEx listed, nor registered as an emerging stock company and encounters any circumstance under the subparagraphs of paragraph 1 herein, it will be deemed material information of a TWSE listed company, and a press briefing shall be held by the TWSE listed company.
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| 12 | If the circumstances of any subparagraph of the preceding article apply to a TWSE listed company, or any mass media reportage would be sufficient to affect the market price of the TWSE listed securities, or any reportage diverges from facts, the TWSE listed company shall complete a "Registration Form for Material Information Press Briefing" (Appendix 3) specifying the material information, and promptly send it to the TWSE for handling. Unless the TWSE deems it necessary to postpone handling the matter, the company shall promptly appoint a spokesperson or acting spokesperson to participate in a press briefing before the following trading day after the occurrence of the event or the broadcast media report to provide explanations to the news media. Where foreign laws or regulations impose time constraints concerning material information that a TWSE listed company is required to report on behalf of a foreign enterprise under these Procedures, the TWSE listed company may accommodate the time constraints on the foreign enterprise and make a simultaneous disclosure.
To ensure timeliness, a TWSE listed company filling out a report pursuant to the preceding paragraph shall first transmit it by facsimile or other means and then deliver the original report. If the original report is delivered and any discrepancy with the facsimiled version is found, responsibility shall be borne by the TWSE listed company and it shall publicly announce and explain the discrepancy. A report submitted by a TWSE listed company shall be consistent with the facts, and shall bear the seals of the company and its responsible person or manager to indicate that they are responsible.
The TWSE primary listed company or TIB primary listed company may appoint a spokesman or acting spokesman, or its litigious or non-litigious agent in the Republic of China, or an independent director, to hold a press briefing pursuant to the provisions in paragraph 1.
If any matter under paragraph 1, subparagraphs 1, 2, 6, 7, or 10 of the preceding Article, any material event in the first part of subparagraph 19 of paragraph 1, Article 4, or any other matter that the TWSE deems material occurs with respect to a TWSE listed company, the TWSE listed company shall dispatch the above-mentioned personnel to the TWSE to hold a press briefing, which may not be held through video conferencing or other similar manner.
Given the existence of any circumstance under paragraph 1, subparagraph 7 of the preceding article, the TWSE listed company shall convene a press briefing at the TWSE during the non-trading hours closest in time to the board of directors' resolution. If there is more than one participating TWSE listed company, the companies shall hold the press briefing simultaneously. If exceptional circumstances make it impossible to hold the press briefing in a timely manner and the matter is reported to and approved by the TWSE, the TWSE listed company shall immediately input the information or explanations into the TWSE-designated Internet information reporting system designated by the TWSE, and promptly hold a press briefing in lieu of the one originally to be held.
Where necessary, a TWSE listed company may hold a press conference that is to be held in accordance with these Procedures, in the form of a material information briefing open to investor participants.
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