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Taiwan Stock Exchange Corporation Procedures for Press Conferences Concerning Material Information of Listed Companies(2013.12.04) |
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Article 1
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These Procedures are promulgated pursuant to Article 2 of the Securities Listing Contract signed between the Taiwan Stock Exchange Corporation (TWSE) and listed companies and Article 3 of the Foreign Stock Listing Contract signed between the TWSE and primary listed companies.
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Article 2
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The term "listed company" as used in these Procedures means TWSE listed companies and TWSE primary listed companies as specified in Article 43 of the TWSE Operating Rules; "material information" as used in these Procedures means the following particulars provided by a listed company of its own initiative or investigated and verified at the initiative of the TWSE:
- Dishonor 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 parent company or subsidiary thereof.
- Any serious effect on company finances or business resulting from any litigious or non-litigious matter, administrative disposition, or contentious administrative procedure with respect to a listed company or a responsible person thereof.
- Serious decrease in output or complete stoppage of work.
- Any event set forth in paragraph 1 of Article 185 of the Company Act of the Republic of China.
- Resolution by the board of directors of a listed company or parent or subsidiary thereof to petition a court for bankruptcy or reorganization, or a petition by a third party to a court for bankruptcy or reorganization; or a court ruling prohibiting transfer of the company's shares pursuant to relevant laws and regulations.
- Signing or rescission of an important memorandum of understanding or strategic alliance or plan for business cooperation with another company or important contract, or change to important content of a business plan, or completion of development of a new product.
- Resolution by the board of directors for capital reduction, merger or consolidation, cancellation of merger or consolidation, spin-off, acquisition, exchange, conversion or acquisition of shares, dissolution, participation in the establishment of or conversion into a financial holding company or investment holding company or subsidiary thereof; or inability to convene a subsequent shareholders' meeting of a company participating in a merger, consolidation, spin-off, acquisition, or acquisition of shares, or veto of the proposal for merger, consolidation, spin-off, acquisition, or acquisition of shares; provided, this shall not apply to cases under the following two circumstances:
- A merger conducted under Article 18, paragraph 6 of the Business Mergers and Acquisitions Act, where the non-surviving enterprise is a company not listed on the TWSE or the GreTai Securities Market (GTSM) and has share capital of less than NT$1 billion, or a merger/acquisition conducted in accordance with Article 19 of the Business Mergers and Acquisitions Act. If the merged/acquired enterprise is a foreign issuer with shares having no par value, or a par value other than NT$10, for the above-mentioned calculation of share capital, the net worth shall be substituted.
- Cases of capital reduction by a major subsidiary, or by a subsidiary of an investment holding company or a financial holding company as specified in Article 2-1, paragraph 1 of the Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities.
- Occurrence of a material event of internal control-related malpractice, non arms-length transaction, or defalcation of assets.
- Finalization of negotiation results of a negotiation meeting called between the listed company and a creditor bank.
- The circumstance set forth in Article 50, paragraph 1, subparagraph 14, or Article 50-3, paragraph 1, subparagraph 11 of the TWSE Operating Rules exists, and the TWSE has announced suspension of trading of the shares.
- (This subparagraph is deleted.)
- Transactions between the listed company and related parties: acquisition or disposal of real property, or acquisition or disposal of assets other than real property, where the monetary amount of the individual transaction, or of cumulative transactions with a same trading counterpart within 1 year, reaches 20 percent of the company's share capital, 10 percent of its total assets, or not less than NT$300 million. In the case of a foreign issuer with shares having no par value or a par value other than NT$10, for the above-mentioned calculation of 20 percent of share capital, 10 percent of the net worth shall be substituted. 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 government bonds, or repo/reverse repo trades of bonds.
- A financial holding company, banking enterprise, insurance enterprise, securities enterprise, or any subsidiary thereof, acquiring or disposing of publicly offered domestic 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, or a subsidiary of such a listed company.
- (This subparagraph is deleted.)
- Occurrence of a disaster, group protest, strike, environmental pollution event resulting in a disposition by a competent authority, where the anticipated insurance-indemnified loss exceeds 20 percent of the company's share capital or NT$300 million or more. In the case of a foreign issuer with shares having no par value or a par value other than NT$10, for the above-mentioned calculation of 20 percent of share capital, 10 percent of the net worth shall be substituted.
- (This subparagraph is deleted.)
- (This subparagraph is deleted.)
- (This subparagraph is deleted.)
- (This subparagraph is deleted.)
- Voidance of the permit of a financial holding company by the competent authority thereof or loss by a financial holding company of statutory controlling shareholding in a subsidiary thereof, where the competent authority has ordered remediation within a certain time limit.
- (This subparagraph is deleted.)
- (This subparagraph is deleted.)
- Resolution by the board of directors or a shareholders' meeting to apply for termination of listing for trading of its securities.
- (This subparagraph is deleted.)
- Where a listed company holds more than 70 percent of the total issued shares or total share capital of a TWSE (or GTSM) listed subsidiary thereof; or where 70 percent of the total issued shares or total capital of a listed company is held by another TWSE (or GTSM) listed company.
- Any major policy resolutions of the board of directors of the company, or any other circumstance with a material effect on shareholders' equity or securities prices.
If a listed company meets the standard for a major subsidiary as provided under Article 2, paragraph 6 of the TWSE Procedures for Verification and Disclosure of Material Information of Listed Companies, or the standard for a subsidiary under Article 2-1, paragraph 1 of the same Procedures, or if a listed company is a subsidiary of a domestic parent company that is neither listed on the TWSE nor on the GTSM nor registered on the emerging stock market, and that parent company experiences any circumstance in the subparagraphs of paragraph 1 hereof, it shall be deemed material information of the listed company, and the listed company shall hold a press conference.
"Net worth" in these Procedures means the equity attributable to owners of the parent on the balance sheet prepared under the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry.
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Article 3
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If any circumstance set forth in any subparagraph in the preceding article applies to a listed company, or any mass media reportage would be sufficient to affect the market price of the listed securities, or any reportage diverges from facts, the listed company shall complete a "Report to Convene a Press Conference Concerning Material Information" (Attachment 1) specifying the content of the information, and promptly send it to the TWSE for handling. Unless the TWSE deems there to be a necessity to postpone handling, the company shall promptly dispatch a spokesperson or acting spokesperson to participate in a press conference before the trading day next following 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 listed company is required to report on behalf of a foreign enterprise under these Procedures, the listed company may accommodate the time constraints on the foreign enterprise and make the disclosure simultaneously therewith.
The TWSE primary listed company may dispatch 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 conference pursuant to the provisions in the preceding paragraph.
If any of the matters as specified in paragraphs 1, 2, 7, 8, 10, 19, and 22 of the preceding Article, or any matter that the TWSE deems material occurs to the listed company, the listed company shall dispatch the above-mentioned personnel to the TWSE to hold a press conference, and such conference may not be held through video conferencing.
If any circumstance specified in paragraph 1, subparagraph 7 of the preceding Article exists, the listed company shall, in the closest non-trading hours after the resolution is passed by the board of directors, convene a press conference at the TWSE. If there is more than one participating listed company, the companies shall hold the press conference simultaneously. If there are exceptional circumstances such that it is impossible to hold the press conference in a timely manner and the TWSE has been reported to and given approval, the listed company shall immediately input the content or explanations of the information into the Internet information reporting system designated by the TWSE, and promptly make up holding of the press conference.
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Article 4
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When the TWSE discovers or mass media report the existence of any material information set forth in Article 2 with respect to a listed company, and such information is verified pursuant to the TWSE Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities, the TWSE may complete a Notice for a Press Conference Concerning Material Information (Attachment 2) specifying the source and content of the information, and send it to the listed company to request that it dispatch a spokesperson or acting spokesperson to participate in a news conference by a deadline set by the TWSE, to provide explanations to the news media.
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Article 5
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To ensure timeliness, a listed company filling out a report pursuant to Article 2 shall first transmit it by facsimile and then deliver the original report. If after delivery of the original report any discrepancy with the originally facsimiled is discovered, the listed company shall bear the responsibility, and shall publicly announce and explain the discrepancy. A report submitted by a listed company shall be filled out consistently with the facts, and shall be chopped with the chops of the company and its responsible person or manager, to indicate that they take responsibility for it.
When convening a press conference, a representative of a listed company shall state in detail the facts that occurred, the cause, the effect on company finances, the projected monetary amount of such effects, and countermeasures to be taken, and shall prepare relevant written materials. The concrete content required to be explained shall be separately prescribed by the TWSE.
Where any of the circumstances set forth in Article 2, paragraph 1 applies to a listed company, the company shall input the content of such event into the Internet information reporting system designated by the TWSE on the date of occurrence of the event or the same day as the media reportage, except in the cases of a resolution by the board of directors of a listed company for merger or consolidation, cancellation of merger or consolidation, spin-off, acquisition, acquisition of shares, establishment of or conversion into a financial holding company or investment holding company or subsidiary thereof; or inability to convene a subsequent shareholders' meeting of a company participating in a merger or consolidation spin-off, acquisition, or acquisition of shares; or veto by the shareholders' meeting of the proposal for merger or consolidation spin-off, acquisition, or acquisition of shares, in which cases the listed company shall, at the time of convening the press conference or within two hours after the conference, input into the Internet information reporting system designated by this Company the information about the event as required under the TWSE Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities; provided that if the press conference is convened on the date of occurrence of the event or the same day as the media reportage, the content shall be input no later than two hours after the press conference.
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Article 6
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To ensure the accuracy of and general access to relevant information, a listed company shall not externally announce any information prior to inputting the content of an event into the Internet information reporting system designated by the TWSE or holding a press conference concerning material information pursuant to these Procedures.
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Article 7
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The TWSE may impose a breach penalty of NT$50,000 on a listed company that violates any provision of these Procedures for each individual case of violation; provided, however, that if the cumulative number of penalties within 1 year reaches two or more (inclusive of the current penalty), a breach penalty of NT$100,000 shall be imposed as the current penalty. In the event that any individual case of violation is due to intent or material negligence, or has a material impact on shareholder equity or the price of securities, the TWSE may impose a breach penalty of NT$100,000 to NT$1 million. Where a listed company that is required to make up some measure, and that is notified to do so by before the trading day next following the notice, still fails to do so by the deadline, a breach penalty of NT$10,000 per day may be imposed until the day the measure is carried out.
If after receiving notice from the TWSE requiring it to hold a press conference, a listed company still fails to do so and the circumstances of the specific case are serious, the TWSE may alter the original trading method, or suspend trading, of the securities of the listed company under Article 49, 50, or 50-1 of the TWSE Operating Rules.
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Article 8
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Any imposition of penalty on a TWSE listed company because of a violation of these Procedures shall be disclosed in the "Section Designated for Violations by TWSE Listed Companies of Rules Governing Information Reporting, Material Information, and Press Conferences" on the Market Observation Post System.
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Article 9
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These Procedures, and any amendments hereto, shall take force after ratification by the competent authority.
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