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Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities(2011.05.09) |
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Article 3
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A listed company or primary listed company to which any circumstance set forth in any subparagraph of Paragraph 1, Article 2 of these Procedures applies, or that discovers mass media reportage of any circumstance set forth in any subparagraph of paragraph 1, Article 2, or any reportage that diverges from facts shall handle those of such cases conforming to the circumstances set forth in Paragraph 1 of Article 2 of the TWSE Procedures for Press Conferences Concerning Material Information of Listed Companies in compliance with Article 5 of said Procedures, and shall handle all other such cases by inputting the content or explanations of the information into the Internet information reporting system designated by the TWSE before the commencement of trading hours of the trading day next following the date of occurrence of the event (date of agreement, date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of resolution of the board of directors or a committee established thereby, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; however, for any investment requiring the approval of the Competent Authority, the earliest of the above dates or the date of receipt of approval by the Competent Authority shall apply) or date of the media reportage; provided, where a press release is issued prior thereto, it shall be input at the time of issuance of the press release. However, where foreign laws or regulations impose time constraints concerning material information that a listed company or primary listed company is required to report on behalf of a foreign enterprise under these Procedures, it may accommodate the time constraints on the foreign enterprise and make the disclosure simultaneously therewith.
The filing time limits in the subparagraphs of Paragraph 1 of the preceding Article shall be based on Taiwan time, and the filings shall be made in Chinese, provided that filings may also be simultaneously disclosed in English.
If a listed company that issues securities outside of Taiwan, during the duration of those securities, experiences any event in the subparagraphs of paragraph 1 of the preceding article, it shall simultaneously input the content or explanations of the information in English into the Internet information reporting system designated bythe TWSE; or, if it experiences any material event that requires immediate reporting under the laws or regulations or securities exchange rules of the country of listing, or the country where the company is registered, it shall simultaneously input such information into the Internet information reporting system designated by the TWSE, and if it receives any written enquiry from the securities regulatory agency or securities exchange of the country of listing, or the country where the company is registered with respect to any matter that has a material effect on shareholder equity or the price of securities, it shall immediately forward a copy of the content of the written enquiry and any response thereto to the TWSE.
Where a listed company or a primary listed company convenes on its own initiative, or is invited to attend an investor conference or press conference, it shall do so pursuant to the following procedures:
1. where the need arises for the overseas investor conference or press conference to be held during the trading hours of the centralized stock exchange, such case shall be reported to the TWSE in advance for approval.
2. The date and venue of the conference shall be announced, at the latest, one day prior to the convening of the conference.
3. The complete press releases and financial and business information shall be input on the Internet information reporting system designated by the TWSE on the day of conference at the latest, provided that if the conference is convened during trading hours, it shall be input before the conference during non-trading hours.
4. The financial and business information disclosed in the investor conference or press conference may not go beyond the content of the aforesaid information already disclosed.
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Article 6
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To ensure the accuracy of and general access to the information, a listed company, primary listed company, or secondary listed company shall not disclose any information to the public before publishing any material information.
Material information published by a listed company, primary listed company, or secondary listed company shall describe in detail the facts of the event, the cause, the estimated effect on company finances and business, monetary amount of the effect, and countermeasures. The material information may not contain exaggerated descriptions or descriptions resembling advertising or promotional language. The concrete content required to be published shall be separately prescribed by the TWSE.
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Article 9
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If any of the following circumstances applies to a listed company, a primary listed company, or a secondary listed company, the TWSE may impose on a case-by-case basis a penalty of NT$30,000.However, if the cumulative number of penalties imposed within the most recent one year reaches two or more (inclusive of the current penalty), or if the circumstances in an individual case are due to intent or material negligence, or have a material impact on shareholder equity or securities prices, the TWSE may impose a penalty of NT$50,000 to NT$5 million. Where a company that is required to make up a disclosure and is notified to do so within two business days from delivery of the notice, still fails to comply by the deadline, a penalty of NT$10,000 per day may be imposed until the date of compliance and the information may be generally disclosed through the TWSE's information transmission system.
1. The company violates any provision of these Procedures.
2. The company arbitrarily publishes unconfirmed news or discloses information that diverges from fact.
3. The company fails to submit relevant sampling check materials within the time limit set by the TWSE.
If any circumstance set forth in any subparagraph of the preceding paragraph applies to a listed company, a primary listed company, or a secondary listed company, and the TWSE has imposed a per day penalty and the company still fails to comply by the deadline and the circumstances of the particular case are severe, the TWSE may alter the original trading method of the company's listed securities, suspend trading of the securities, or delist the securities pursuant to Article 49, Article 50, Article 50-1, or Article 50-3 of the TWSE Operating Rules.
A listed company, primary listed company, or secondary listed company on which a penalty is imposed shall pay the penalty to the TWSE Finance Department within five days from receiving notice from the TWSE.
If any circumstance under Subparagraph 2 of Paragraph 1 is found on the part of a listed company, primary listed company, or secondary listed company, the TWSE shall compile the relevant information and submit it to the competent authority as a basis for it to take further measures.
If an event under Article 2-2, paragraph 1, subparagraph 2 is found on the part of a secondary listed company, and the company fails to simultaneously report the event on the Internet information reporting system designated by the TWSE, or fails to simultaneously submit required documents and materials to the TWSE pursuant to Article 2-2, paragraph 2, then the TWSE may, at its sole discretion, impose a penalty of no less than NT$1 million to no more than NT$5 million. However, if the cumulative number of penalties within the most recent 1 year reaches two or more (inclusive of the current penalty), the current penalty may be increased to NT$5 million.
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Article 10
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Imposition of a penalty on a listed company, primary listed company, or secondary listed company due to 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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