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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.
A listed company or a primary listed company shall comply with the following particulars with respect to investor conferences and press conferences:
1.Except under the following circumstances, the company may not hold or attend a conference during TWSE trading hours:
(1) an overseas investor conference is held during TWSE trading hours as a result of the time difference;
(2) the company attends an investor conference by invitation;
(3) other circumstances for which the company has made an application and the TWSE considers to be necessary circumstances.
2. The time and venue of the conference shall be announced, at the latest, one day prior to the convening or attending 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 or attended during trading hours, it shall be input before the conference during non-trading hours.
4. The financial and business information disclosed in the conference may not go beyond the content of the information disclosed under the preceding subparagraph.
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Article 3-1
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If a circumstance set forth in Article 2-2 applies to a secondary listed company, it shall file a report within the time limit set forth in the preceding Article, provided that if such circumstance falls within the purview of the laws or regulations of the company's home country or country of listing, the company shall, within the time limit prescribed by such laws or regulations, simultaneously use the Chinese language to input information into the information reporting website designated by the TWSE indicating the reason for the occurrence of the given circumstance, its impact on the company's finances and operations, the estimated monetary amount of such impact, and measures adopted in response.
If a matter with respect to a foreign issuer is subject to an arranged inquiry by the securities regulator or securities exchange of its home country or country of listing, and such matter has a material affect on shareholder equity or the price of securities, the foreign issuer shall simultaneously forward the substance of the inquiry, and its response, to the TWSE.
A secondary listed company shall comply with the following particulars with respect to investor conferences and press conferences:
1. The time and venue of the conference shall be announced, at the latest, one day prior to the convening or attending of the conference.
2. 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 or attended during trading hours, it shall be input before the conference during non-trading hours.
3. The financial and business information disclosed in the conference may not go beyond the content of the information disclosed under the preceding subparagraph.
A secondary listed company may engage its agent in the ROC to file the reports of the abovementioned material information to the TWSE via the Internet.
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