Chapter I Compliance Matters for TWSE Primary Listed Companies and TIB Primary Listed Companies |
| Article 1 | These Rules are adopted pursuant to Article 22 of the Regulations Governing Stock Exchanges and Article 3 of the Contract for the Listing of Foreign Stock, in order to regulate matters for compliance by TWSE primary listed companies and Taiwan Innovation Board (TIB) primary listed companies and the operating procedures for auditing by the TWSE of the financial reports, financial forecasts, annual reports, and internal control systems of primary listed companies.
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| Article 2 | After listing, a TWSE primary listed company or a TIB primary listed company shall publish its financial reports on the information reporting website designated by the TWSE and additionally file the hardcopy versions.
For a TWSE primary listed company or a TIB primary listed company preparing financial reports, 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 under Article 6 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers applies, 2.5 percent of equity attributable to owners of the parent shall be used instead; for the calculation of 20 percent of paid-in capital under Article 17 thereof, 10 percent of equity attributable to owners of the parent shall be used instead.
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| Article 3 | The preparation and publication of financial forecasts of a TWSE primary listed company or a TIB primary listed company shall be handled in compliance with the TWSE Standards for Determining Whether a TWSE Listed Company Shall Publish Complete Financial Forecasts.
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| Article 4 | In the listing year and in the following two fiscal years, or in the three fiscal years following the second year after listing in the case of a TIB primary listed company, a TWSE primary listed companyor a TIB primary listed company, when submitting the hardcopies of the annual report, shall also file the CPA internal control system audit report of the previous year on the TWSE-designated information reporting system.
The provisions of the preceding paragraph shall apply mutatis mutandis to a TWSE primary listed company or a TIB primary listed company if, after the expiration of the time period set out in the preceding paragraph, it voluntarily engages a CPA to conduct a special audit of its internal control system.
A CPA engaged to conduct a special audit of the internal control system of a TWSE primary listed company or a TIB primary listed company shall conduct the audit in compliance with the provisions of Chapter III, Section III of the Regulations Governing the Establishment of Internal Control Systems by Public Companies.
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| Article 5 | Pursuant to Articles 28-7 and 34 of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, a TWSE primary listed company and a TIB primary listed company shall respectively add to its articles of incorporation, organizational documents, or important financial or business documents any important matters designated by the TWSE in connection with the protection of shareholder equity. If the company amends its articles of incorporation, organizational documents, or important financial or business documents in connection with the protection of shareholder equity, it shall submit the draft amendment with a lawyer's opinion to the TWSE 15 days before the notice or public announcement of the shareholders meeting. If the TWSE deems that the draft amendment is likely to impair shareholder equity, it may issue an opinion opposing the draft amendment, and demand that it be corrected within a specified time limit.
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| Article 6 | A TWSE primary listed company and a TIB primary listed company shall each have no less than five board members and shall comply with the relevant provisions regarding the continuous maintenance of independent directors and an audit committee.
There shall be no less than a majority of the members of the board of directors in the preceding paragraph with a household registration in the Republic of China. Where a corporate shareholder is elected as a director, the above shall apply to its beneficial owner. At least two independent directors shall have a household registration in the Republic of China.
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| Article 6-1 | After expiration of the period during which a TWSE primary listed company and a TIB primary listed company continuously engages a lead securities firm subsequent to listing, the company shall further engage an agent for litigious and non-litigious matters to assist the company to collect information, in the places where the company has its major operations, with a material effect on the company's shareholder equity or share prices, and to handle public disclosures of related material information.
If the agent for litigious and non-litigious matters referred to in the preceding paragraph discovers that the TWSE primary listed company is unable to make a timely disclosure of material information in accordance with regulations, it shall immediately take the initiative to inform the TWSE.
A TWSE primary listed company and a TIB primary listed company shall, pursuant to paragraph 3, Article 6 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers, engage a lead securities underwriter to assist it in complying with ROC securities laws and regulations, TWSE rules and regulations, and the listing contract.
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| Article 6-2 | (deleted)
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| Article 6-3 | If an individual, juristic person, organization, or other institution from the Mainland Area, or a company it invests in in a third area, directly invests, by way of private placement, capital increase by cash, merger, acquisition, or share conversion, in the shares additionally issued by a TWSE primary listed company or a TIB primary listed company, the TWSE primary listed company or the TIB primary listed company shall complete and submit to the TWSE a direct investment application in connection with the above direct investment five days prior to the stock payment date or to the record date of the merger, acquisition or share conversion. In the event of changes after the submission, the application shall be submitted again before the stock payment date or the record date of the merger, acquisition or share conversion.
The TWSE primary listed company or the TIB primary listed company shall file an overseas Chinese and foreign investment shareholding form within 15 days of the stock payment date or the record date of merger, acquisition or share conversion.
After the direct investment application is confirmed by a review by the TWSE to conform to requirements, the individual, juristic person, organization, or other institution from the Mainland Area, or the company in a third area invested by the individual, juristic person, organization, or other institution from the Mainland Area, shall register its identity in accordance with the Operation Directions for Applications by Overseas Chinese, Foreign Nationals, and Mainland Area Investors for Registration to Invest in Domestic Securities or Trade Domestic Futures
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