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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, 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 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. 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 paid-in capital, shareholders's equity 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.
- (This subparagraph is deleted.)
- (This subparagraph is deleted.)
- Transactions between the listed company and related parties: acquisition or disposal of real property or other assets, 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 paid-in 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 paid-in capital, 10 percent of shareholders' equity 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 affiliate companies, or engaging in bill or bond transactions.
- Transactions with a parent company or a subsidiary.
- (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 paid-in 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 paid-in capital, 10 percent of shareholders' equity shall be substituted.
- (This subparagraph is deleted.)
- Any mass media reportage or information provided by investors that would be sufficient to affect the market price of the listed company's securities.
- (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 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 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.
If any subsidiary of a listed company meets a standard in Article 2-1 of the TWSE Procedures for Verification and Disclosure of Material Information of Listed Companies, or if a listed company is a subsidiary of a domestic parent company listed neither on the TWSE nor the GTSM 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.
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