| Title： |
Regulations Governing the Scope of Material Information and the Means of its Public Disclosure Under Article 157-1, Paragraph 4, of the Securities and Exchange Act(2006.05.30) |
| Date： |
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Article 1
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These Regulations are adopted pursuant to Article 157-1, Paragraph 4, of the Securities and Exchange Act (the "Act").
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Article 2
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The reference in Article 157-1, paragraph 4, of the Act to information relating to the finances or businesses of a company that would have a material impact on its stock price or on the investment decisions of a reasonably prudent investor means any of the following:
1. A matter provided in Article 7 of the Enforcement Rules to the Act.
2. The company carries out any material transaction of public offering and issuance or private placement of equity-type securities, capital reduction, corporate merger, acquisition, or split, share exchange, conversion, or transfer of shares from others, direct or indirect investment project, or there is any material change in any of the above matters.
3. The company is in proceedings for reorganization, bankruptcy, dissolution, or application for stock delisting or termination of OTC securities trading, or there is any material change in any of the above matters.
4. A member of the company's board of directors is subject to a provisional injunction ruling suspending his or her exercise of powers, making it impossible for the board of directors to exercise its powers, or all independent directors of the company are removed from office.
5. Occurrence of a disaster, group protest, strike, or environmental pollution, or any other material event, where the company incurs a material loss, or where a relevant authority orders suspension of work, suspension of business, or termination of business, or revokes or voids a relevant permit.
6. Dishonor of a negotiable instrument, filing for bankruptcy or reorganization, or any other similar event of a material nature, with respect to a related party of the company or to a principal debtor or a joint and several guarantor of a debtor; or inability by a principal obligor, in favor of whom the company has made an endorsement or guarantee, to settle the matured negotiable instrument, loan, or other obligation, as the case may be.
7. Occurrence of a significant event of internal control-related malpractice, non arms-length transaction, or defalcation of company assets.
8. Suspension of part or all of business transactions between the company and a principal client or supplier.
9. Upon occurrence of any of the following with respect to a financial report of the company:
(1) Failure to make a public disclosure or a filing in a manner consistent with the requirements of Article 36 of the Act.
(2) An error or omission in a financial report prepared by the company, with respect to which Article 6 of the Enforcement Rules to the Act requires a correction to and further a restatement of the financial report.
(3) A certified public accountant issues an audit or review report containing an opinion other than an unqualified or modified unqualified opinion. The same does not apply, however, in cases where the certified public accountant issues a qualified audit or review report for the reason of annual amortization of losses, as permitted by law, or for the reason that an amount of long-term equity investment and profit/loss thereupon presented in the first-quarter, third-quarter, or semiannual financial report is calculated on the basis of financial statements of the investee company that have not been audited or reviewed by a certified public accountant.
10. A significant discrepancy between financial forecasts already publicly disclosed and actual figures or between updated (or corrected) financial forecasts and original forecasts.
11. The company buys back its own shares.
12. The company makes or suspends a public tender offer to acquire securities issued by a public company.
13. The company acquirers or disposes of a major asset.
14. If the company has issued securities overseas, occurrence of a material event that requires prompt public disclosure or filing, as provided in the government laws and regulations, or securities exchange market rules and regulations, of the country where the securities are listed.
15. Other matters relating to the finances or businesses of the company that would have a material impact on its stock price or on the investment decisions of a reasonably prudent investor.
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Article 3
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The reference in Article 157-1, paragraph 4, of the Act to information relating to the market supply and demand of such securities that would have a material impact on its stock price or on the investment decisions of a reasonably prudent investor means any of the following:
1. The company's securities traded on the centralized securities exchange market or the OTC securities market are subject to a public tender offer or suspension of a public tender offer.
2. Any material change in the shareholding of the company or of the controlling company, if applicable, to which the company is subordinate.
3. The company's securities traded on the centralized securities exchange market or the OTC securities market are subject to an event of bidding, auctioning, material default in settlement, change of the original method of trading, or suspension, limitation, or termination of trading, or there is any circumstance that may lead to any such event.
4. Any other matter relating to the market supply and demand of such securities that would have a material impact on the company's stock price or on the investment decisions of a reasonably prudent investor.
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Article 4
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The date of existence of the information described in the preceding two articles shall be determined by the date of the fact, agreement, contract signature, payment, request, execution of transaction, transfer of title, resolution of the audit committee or board of directors, or any other date sufficient for such determination, whichever comes first.
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Article 5
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For the purposes of Article 2, public disclosure of information means a company enters such information into the Market Observation Post System.
For the purposes of Article 3, public disclosure of information means any of the following:
1. The company enters such information into the Market Observation Post System.
2. The Taiwan Stock Exchange Corporation announces the information on the Market Information System website.
3. The GreTai Securities Market announces the information on the Market Information System website.
4. Coverage of the information by two or more daily national newspapers on non-local news pages, national television news, or electronic newspapers issued by any the aforesaid media.
In the case of information publicly disclosed under subparagraph 4 of the preceding paragraph, the period of 12 hours referred to in Article 157-1, paragraph 1, of the Act shall begin with the later of the time of delivery of the newspaper, first broadcasting of the television news, or posting of the news on the electronic website, as the case may be.
The time of delivery of a newspaper referred to in the preceding paragraph means 6 a.m. for morning newspapers and 3 p.m. for evening newspapers.
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Article 6
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These Regulations shall be enforced from the date of issuance.
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