|
Article 2
|
"Material information" in "press conferences concerning 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 Taiwan Stock Exchange:
1. 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.
2. 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.
3. Serious decrease in output or complete stoppage of work.
4. Any event set forth in Paragraph 1 of Article 185 of the Company Act.
5. 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 Subparagraph 5 of Paragraph 1 of Article 287 of the Company Act.
6. 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.
7. Resolution by the board of directors for capital reduction, merger or consolidation, cancellation of merger or consolidation, spin-off, acquisition, 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 Article 18, Paragraph 6 of the Business Mergers and Acquisitions Act, where the merged/acquired enterprise is a company not listed on an exchange, or OTC market and has paid-in capital of less than NT$1 billion, or a merger/acquisition conducted in accordance with Article 19 of the Business Mergers and Acquisitions Act.
8. Occurrence of a material event of internal control-related malpractice, non arms-length transaction, or defalcation of company assets.
9. (This subparagraph is deleted.)
10. (This subparagraph is deleted.)
11. (This subparagraph is deleted.)
12. Transactions between the company and related parties: acquisition or disposal of investments in securities, real property and other fixed assets, or creditor rights of financial institutions, where the monetary amount of the individual transaction, or of cumulative transactions with a same trading counterpart within one year, reaches 20 percent of the company's paid-in capital or not less than NT$300 million; acquisition or disposal of real property for operating use by construction enterprises, where the monetary amount of the individual transaction, or of cumulative transactions with a same trading counterpart within one year, reaches 20 percent of the company's paid-in capital or not less than NT$500 million.
13. (This subparagraph is deleted.)
14. 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 paid-in capital or NT$300 million or more.
15. (This subparagraph is deleted.)
16. Any mass media reportage or information provided by investors that would be sufficient to affect the market price of the listed company's securities.
17. (This subparagraph is deleted.)
18. (This subparagraph is deleted.)
19. Voidance of the permit of a financial holding company by the competent authority thereof, or penalization of a financial holding company by the competent authority thereof because of a violation of any applicable provision of the Financial Holding Company Act, or loss by a financial holding company of controlling shareholding (as defined in Subparagraph 1 of Article 4 of the Financial Holding Company Act) in a subsidiary thereof, where the competent authority has ordered remediation within a certain time limit.
20. (This subparagraph is deleted.)
21. (This subparagraph is deleted.)
22. Resolution by the board of directors or a shareholders' meeting of a listed company to apply for termination of listing for trading of its securities.
23. (This subparagraph is deleted.)
24. Where a listed company holds more than 70 percent of the total issued shares or total capital of a listed (or OTC) subsidiary thereof; or where 70 percent of the total issued shares or total capital of a listed company is held by another listed (or OTC) company.
25. Any other circumstance with a material effect on shareholders' equity or securities prices, or other major policy resolutions of the board of directors of the company.
Where any circumstance in any subparagraph of Paragraph 1 applies to any non-exchange-listed (and non-OTC-listed) major subsidiary of a listed company, it shall be deemed material information of the listed company. The term “major subsidiary” means any and all subsidiary(ies) of the listed company as defined according to generally accepted accounting principles to which any of the following circumstances has applied in each of the most recent two fiscal years (with the information being based on the annual financial reports audited and attested by a certified public accountant), or any subsidiary that the certified public accountant deems to have a material effect on the financial report of an audited company:
(1) Where 30 percent or more of the listed company's operating revenue is derived from the single subsidiary.
(2) Where 50 percent or more of the listed company's major materials or major commodities, in terms of its quantities or total dollar purchase amounts thereof, is derived from the single subsidiary.
(3) Where 50 percent or more of the listed company's total output value (including from self-production, contracting, and outsourcing) is derived from the single subsidiary.
(4) Where the listed company's dollar amount of original investment in the single subsidiary reaches 40 percent of the listed company's capital stock stated on its financial report and also NT$300 million or more.
(5) Where the aggregate dollar amount of the listed company's monetary loans and guarantees and endorsements to the single subsidiary reaches 40 percent of its net worth and also NT$300 million or more.
(6) Where a single subsidiary's profit/(loss) before tax accounts for 50 percent of the listed company's profit/(loss) before tax on its consolidated financial statements and also NT$300 million or more.
The existence of any circumstance set forth in any subparagraph of paragraph 1 in respect of any non-exchange-listed (and non-OTC-listed) held company or subsidiary of a listed company that is an investment holding company or financial holding company, or in respect of a listed company that is a subsidiary of a non-exchange-listed (and non-OTC-listed) domestic parent company, shall be deemed material information of the listed company. Subsidiary of a financial holding company means a subsidiary as defined in Article 4, subparagraph 4, items 1 to 3 of the Financial Holding Company Act, or any other subsidiary that the certified public accountant of the financial holding company deems to have a material effect on the financial report.
|