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Article 2
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"Listed company" as used in these Procedures means listed companies as specified in Article 43 of the TWSE Operating Rules; "Material information of listed companies and primary listed companies" in these Procedures means the following matters:
1. Dishonor of a negotiable instrument due to insufficient deposits and notation of settlement subsequent to dishonor of a negotiable instrument, refusal of a financial institution to honor a transaction, or other loss of credit of a listed company or a responsible person, parent company, or subsidiary thereof, or a material change in shareholding of the parent company; or, after dishonor of a negotiable instrument of a listed company due to insufficient deposits or refusal of a financial institution to honor a transaction of a listed company, any alteration of trading method, suspension of trading, or delisting of the stock thereof, and the status of any application to restore the original conditions.
2. Any material effect on company finances or business resulting from any litigious or non-litigious matter, administrative disposition, contentious administrative procedure, provisional attachment, provisional injunction, or compulsory execution, with respect to a listed company or a responsible person thereof; or a chairperson or managerial officer of the company violates the Securities and Exchange Act, Company Act, Banking Act, Financial Holding Company Act, or Commercial Accounting Act, or is indicted for a crime of corruption malfeasance in office, fraud, breach of trust, or misappropriation.
3. Any material effect on company finances or business resulting from any serious decrease in output or complete or partial suspension of work, leasing out of a company plant or principal equipment, or pledge or mortgage of all or a principal portion of a company's assets.
4. Any event set forth in Paragraph 1 of Article 185 of the ROC Company Act.
5. Reorganization or bankruptcy procedure of a listed company or parent or subsidiary thereof, and any and all events occurring in the course of such procedure, including any petition made to a court and any notice given or ruling handed down by a court, or any ruling prohibiting transfer of shares or any precautionary measure ordered by a court under relevant laws, or any material change in any of the above matters.
6. Appointment of or change in chairman, general manager, a juristic-person director or supervisor or representative thereof, an independent director, a natural-person director or supervisor, or a member of the functional committee established pursuant to the Securities and Exchange Act, or change in one-third or more of directors, or in the case of a primary listed company, where there is no independent director with a registered household address in the Republic of China.
7. Change of certified public accountant (CPA) for any reason other than internal adjustments within the certifying accounting firm.
8. Change of spokesperson, acting spokesperson, principal financial officer, principal accounting officer, research and development officer, chief internal auditor, or in the case of a primary-listed company, of its litigious or non-litigious agent.
9. Change in accounting year.
10. Any material effect on company finances or business resulting from any signing, amendment, termination, or rescission of an important memorandum of understanding, a plan for a strategic alliance or other business cooperation or mutual non-competition commitment, or an important contract, change in any material respect of a business plan, completion of development of a new product, or successful development and formal entry into the full-scale production stage of an experimental product.
11. Resolution by the board of directors to carry out a capital reduction, merger or consolidation, spin-off, acquisition, exchange or conversion of shares or transfer of shares from another, dissolution, issue of new stock for capital increase, issue of corporate bonds, issue of employee stock option certificates, issue of other securities, private placement of securities, participation in the establishment of or conversion into a financial holding company or investment holding company or subsidiary thereof, or any material change in any of the above matters; or failure by companies participating in a merger, consolidation, spin-off, acquisition, or transfer of shares from another, to convene on the same day and pass resolutions by their boards of directors or shareholders' meetings, or inability to convene a subsequent shareholders' meeting of a company participating in a merger, consolidation, spin-off, acquisition, or transfer of shares from another, or veto by either side of the proposal for merger, consolidation, spin-off, acquisition, or transfer of shares from another; or resolution of the board of directors to cancel a merger or consolidation during the implementation of the merger or consolidation plan following the initial board resolution in favor of the merger or consolidation.
12. The date of, and the financial and business information in connection with, any convening of a press conference, investor conference, or public disclosure by any other means of financial and business information that has not been entered into the Market Observation Post System, by a company.
13. Resolution by the board of directors to publish financial forecast information, inapplicability of such financial forecast information, or correction or updating of such financial forecast information, or a discrepancy, by a company that has published complete financial forecasts, between the self-assessed income before tax publicly announced and reported within one month after the close of the fiscal year and the most recently publicly announced and reported financial forecasts, where such discrepancy is 20 percent or more and of an amount reaching NT$30 million and 0.5 percent of paid-in capital, or a discrepancy between the income before tax in the financial report publicly announced and filed for a given fiscal year and the self-assessed income before tax for the preceding fiscal year publicly announced and reported within one month after the close of that fiscal year, where such discrepancy is 20 percent or more and of an amount reaching NT$30 million and 0.5 percent of paid-in capital. In the case of a foreign issuer whose shares have no par value or a par value other than NT$10, for the calculation of the aforesaid 0.5 percent of paid-in capital, 0.25 percent of shareholders’ equity shall be substituted.
14. Resolution by the board of directors to distribute or not to distribute dividends, or a change in dividend distributions by a resolution of the board of directors or a shareholders' meeting, or resolution of a record date for dividend distribution.
15. Resolution by the board of directors or a shareholders' meeting to directly or indirectly carry out an investment plan of an amount reaching not less than 20 percent of the company's paid-in capital or NT$1 billion, or any material change in any of the above matters. In the case of a foreign issuer whose shares have no par value or a par value other than NT$10, for the calculation of the aforesaid 20 percent of paid-in capital, 10 percent of shareholders’ equity shall be substituted.
16. A change by resolution of the board of directors in a plan for capital increase by cash or offering of corporate bonds after such plan has become effective upon registration, or a change by resolution of the board of directors in a plan for private placement of securities after passage of the plan by a resolution of the board of directors or a shareholders' meeting.
17. Resolution of the board of directors on the date for convening a shareholders' meeting or special shareholders' meeting, the cause or subjects of such a meeting, or the date of suspension of changes to entries in the shareholders' roster
18. Important resolution of a shareholders' meeting or special shareholders' meeting.
19. There is any material event of internal control fraud, non arms-length transaction, or defalcation of assets.
20. Acquisition or disposal of assets by the listed company, or a subsidiary thereof whose shares have not been publicly issued domestically, where within the applicable scope of assets under Article 3 of the Regulations Governing Acquisition or Disposal of Assets by Public Companies adopted by the Competent Authority and moreover in the presence of any of the circumstances set forth in Article 30 or 31 [of said Regulations] as requiring public announcement and reporting, with the exceptions of merger, consolidation, spin-off, acquisition, and transfer of shares from another, with respect to which a public announcement is to be made under Article 2, Paragraph 1, Subparagraph 11, of these Procedures, and of derivatives trading for which the information is reported on a monthly basis.
Where a listed company under this subparagraph acquires or disposes of any domestic open-end fund, announcement of material information is not necessary, unless it is a privately placed fund; public announcement and reporting is required in the event of any unrealized losses on derivatives trading amounting to 3 percent or more of shareholders equity.
21. Resolution by the board of directors (or a shareholders' meeting) to permit a managerial officer (or director) to engage in competitive conduct, or knowledge by the company that a managerial officer is operating the same kind of business independently or on behalf of another person, or a director is involved in conduct within the company's scope of business independently or on behalf of another person, and the investment or business engaged in is a mainland China area enterprise, and there has been any failure to duly obtain permission from the board of directors (or a shareholders' meeting), or there is any material change in any of the above matters.
22. Public announcement and filing of endorsements and guarantees by the listed company as required under Article 25 of the Regulations Governing Loans of Funds and Endorsements and Guarantees by Public Companies.
23. Public announcement and filing of monetary loans to other persons by the listed company as required under Article 22 of the Regulations Governing Loans of Funds and Endorsements and Guarantees by Public Companies promulgated by the Competent Authority.
24. Acquisition or disposal of privately placed securities by a listed company or a subsidiary thereof.
25. Suspension in whole or in part of business transactions between the listed company and a major purchaser or supplier, where such purchaser or supplier accounted for 10 percent or more of the company's total amount of sales or purchases in the most recent fiscal year.
26. Occurrence of a disaster, group protest, strike, environmental pollution event, or any other material event, where the company incurs a material loss, or where a relevant authority orders suspension of work, suspension of business, termination of business, or revokes or voids a permit pertaining to pollution, or imposes administrative fines reaching NT$100,000 or more.
27. Finalization of negotiation results of a negotiation meeting called between the listed company and a creditor bank.
28. Dishonor of a negotiable instrument, filing for bankruptcy or reorganization, or any other similar circumstance, on the part of a related party of the listed company or principal debtor to the company or a joint and several guarantor of a principal debtor; or inability by a principal obligor, in favor of whom the listed company has made an endorsement or guarantee, to settle a matured negotiable instrument, loan, or other obligation.
29. Any re-filing and public announcement of the regular annually filed internal control system statement due to any change in the content thereof; or obtaining of the Internal Control Special Audit Report for the special audit of internal controls conducted by the CPA.
30. Failure to make a public announcement or a filing within a prescribed time limit; an error or omission in a financial report prepared by a listed company, with respect to which Article 6 of the Enforcement Rules to the Securities and Exchange Act requires a correction to and further a restatement of the financial report; a CPA issues an audit or review report containing an opinion other than an unqualified or modified unqualified opinion on a publicly announced and filed annual or semiannual financial report, except in cases where the CPA 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 CPA.
31. Mass media reportage or provision of information by investors sufficient to affect the market status of a listed company's securities.
32. Insufficient centralized custody ratio after stocks have been placed in centralized custody pursuant to regulations and prior to expiry of the custody period, as the result of withdrawal, due to a court execution order or some other reason, of stocks of personnel whose stocks had been placed in centralized custody.
33. Occurrence of any of the changes in shareholding set forth in Paragraphs 1 or 2 of Article 369-8 of the ROC Company Act and receipt of notice of the same.
34. A provisional injunction ruling suspending one of the directors or supervisors from the exercise of powers or a provisional injunction ruling suspending a director from the exercise of powers, making it impossible for the board of directors to exercise its powers.
35. Any matter required to be publicly announced and reported by the company pursuant to the Regulations Governing Share Repurchase by Listed and OTC Companies or the TWSE Rules Governing the Repurchase of Listed Securities by Foreign Issuers.
36. Where capital amendment registration has been carried out due to capital reduction, planned share replacement operations, or any subsequent failure to execute such share replacement plan, or where upon announcement of financial reports, the listing procedures for the new shares replacing the old ones during a capital reduction have yet to be completed, resulting in a discrepancy between the number of common shares used as the calculation basis for net worth per share in the financial statement and the number of outstanding shares.
37. Issuance of an undertaking upon applying for listing and subsequently inability to perform the undertaking; failure to carry out remedial procedures within three months of the day of the aforesaid occurrence.
38. Any matter required to be publicly announced and reported pursuant to the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company.
39. 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.
40. (deleted)
41. Increase or decrease in the number of held companies of an investment holding company.
42. Resolution by the board of directors or a shareholders' meeting to apply for termination of listing for trading of its securities, or any material change in such a matter.
43. (deleted)
44. Objection or expression of reservation by an independent director or a member of the remuneration committee about a resolution by, respectively, the board of directors or a remuneration committee meeting, that has been included in a record or stated in written; for a listed company that has established an audit committee, any matter adopted with the approval of two-thirds or more of all directors without having been passed by the audit committee; any remuneration passed by the board of directors that is more favorable than the suggestion by the Remuneration Committee.
45. Forfeiture by the directors and supervisors as a whole of subscription rights to shares in a number reaching one-half or more of subscribable shares upon cash capital increase of a listed company, and opening of the shares for subscription by a specific person or persons through negotiation.
46. Where a listed company holds more than 70 percent of the total issued shares or total capital of an exchange-listed (or OTC-listed) subsidiary thereof; or where 70 percent of the total issued shares or total capital of a listed company is held by another exchange-listed (or OTC-listed) company.
47. If a listed company issues securities outside of Taiwan, the making of any adjustment for differences in the overseas financial report due to inconsistency in the accounting principles applied in the two places with respect to financial information reported for any period in the place of overseas listing; or if the financial report of a primary-listed company is not prepared according to ROC accounting standards, the differences in items between the accounting principles employed and those of the Republic of China and the monetary amounts affected, and the certifying CPA's opinion on the aforementioned matters.
48. If the circumstances set forth in Article 53-25 of the Operating Rules of the Taiwan Stock Exchange Corporation exist. Additionally, if the listed company is required to carry out share replacement operations due to a capital reduction, and the transferee company of the demerger is not an exchange-listed (or OTC-listed) company, then three business days before the date on which trading resumes, public announcement and registration shall be made of the following information for the demerged company and the transferee company of the demerger for the day prior to the record date of the demerger: the unaudited or CPA-reviewedshare capital, net worth, and net worth per share, and the CPA-attested (or reviewed) earnings per share for the most recent period.
49. Any other material policy resolution of the board of directors or other event having a material effect on shareholders' equity or securities prices of the listed company or an affiliated company thereof.
If an "other loss of credit" in Subparagraph 1 of the preceding paragraph is inability to redeem issued matured straight corporate bonds, convertible corporate bonds, corporate bonds with warrants, or corporate bonds privately placed under Paragraph 2 of Article 248 of the Company Act, the monetary amount and quantity unredeemed and status of negotiations with creditors as of the end of the preceding month, cash budget statement for the current month, and status of execution of the cash budget statement for the preceding month shall be input by the 10th day of each month until redemption has been completed in full. If dishonor of negotiable instruments due to insufficient deposits has occurred and remediation has not yet been made after the TWSE has rendered a disposition of altered trading method or suspension of trading, the date of dishonor, number, monetary amount, and correspondent bank(s) of any dishonored negotiable instrument(s) not yet notated as settled as of the end of the preceding month, cash budget statement for the current month, and status of execution of the cash budget statement for the preceding month shall be input by the 10th day of each month until remediation has been carried out.
With respect to a resolution by the board of directors to carry out a merger or consolidation, spin-off, acquisition, or transfer of shares from another as referred to in subparagraph 11 of Paragraph 1, if the counterparty is a foreign company, the listed company shall promptly, completely, and accurately input information related to the resolution for, process of, and method of the merger or consolidation, acquisition, or transfer of shares from another, of the foreign business.
Under the circumstances in Subparagraph 32 of Paragraph 1, in addition to complying with the requirements set forth in Article 3, the listed company shall, by the day next following the expiry of the time limit of which the company is notified by letter of the TWSE for replacing shares withdrawn from custody, input the amount of shares replaced and date of replacement.
The term "subsidiary" in these Procedures means a subsidiary as defined in Statement of Financial Accounting Standards No. 7. If a subsidiary experiences any circumstance specified in any subparagraph of paragraph 1 as required to be reported for a subsidiary, the listed company shall report it on behalf of the subsidiary.
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