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Article 2-1
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Where any circumstance in any subparagraph of Paragraph 1 of Article 2 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. An investment holding company or financial holding company, in addition to being required to report material information of their major subsidiaries, are also required to report material information of any subsidiary as described below, which shall be deemed to be that of the listed company:
1. any non-exchange-listed (and non-OTC-listed) subsidiary held by an investment holding company, the shareholders' equity of which accounts for 2 percent or more of the shareholders' equity of the parent company on the consolidated financial statement for the most recent fiscal year;
2. a financial holding company subsidiary in the name of which appears any of the terms "bank," "insurance," "securities," "futures," or "bills," or the shareholders' equity of which accounts for 2 percent or more of the shareholders' equity of the parent company on the consolidated financial statement for the most recent fiscal year.
The term “major subsidiary” means any subsidiary of the listed company 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 CPA), or any subsidiary that the CPA deems to have a significant 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 a listed company's major materials or major commodities, in terms of its quantities or 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 share capital stated on the listed company's financial report and also NT$300 million or more. 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 40 percent of share capital, 20 percent of shareholders’ equity shall be substituted.
(5) Where the aggregate dollar amount of the 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.
Where the dollar amount of the combined investment in any single enterprise by a listed company and/or any of its subsidiaries exceeds 10 percent of the company's net worth, if such invested single enterprise is not a domestic public company, and there occurs in respect thereof any of the events set out in Article 7, Subparagraphs 1 to 8, of the Securities and Exchange Act Enforcement Rules, the Listed Company shall report on its behalf before the opening of trading hours on the business day next following the day it learns of the occurrence of an above-stated event or of the media reportage of the event.
Where any circumstance in any subparagraph of Paragraph 1 of Article 2 applies to a non-exchange-listed (non-OTC-listed) parent company of a listed subsidiary company thereof, it shall be deemed material information of the listed company, which shall report the information on behalf of the parent company. If the parent company is a foreign company, [the listed subsidiary] shall report on its behalf any of the particulars set forth in the following subparagraphs before the opening of trading hours on the business day next following the day it learns of the occurrence or media reportage of such event with respect to the parent company:
(1) Material change in shareholder equity.
(2) Material change in business policy.
(3) Material disaster resulting in serious reduction or complete cessation of production.
(4) Material effect on shareholders' equity or company operations resulting from a change in laws, regulations, or rules of the home country
(5) Mass media reportage about the parent company sufficient to affect securities prices of a listed subsidiary in Taiwan.
(6) Occurrence of any other material event that shall be immediately reported pursuant to law or regulation of the foreign company's home country.
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