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Article 2-2
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"Material information of a secondary listed company" as used in these Procedures means the following matters:
- An event set out in Article 36, paragraph 2, subparagraph 2 of the Securities and Exchange Act.
- Material information events whose simultaneous reporting is required by the laws, regulations, or bylaws of the foreign issuer's home country or its country of listing.
- Any circumstance in regard to the company itself set out in Article 50-3 of the TWSE Operating Rules.
- A change in the foreign issuer's articles of incorporation or any capital increase or decrease by the foreign issuer.
- Circumstances with respect to the issuance, maturity, or repurchase of the foreign issuer's preferred stock or corporate bonds, and for corporate bonds convertible to stocks, the allotment of shares in accordance with company rules.
- A change to the foreign issuer's principal line of business, custodian institution, or to the depositary institution located in the Republic of China.
- Any pledge, lease, sale, or retirement of major operating assets of the foreign issuer.
- A reduction in, or stoppage of, production of some or all products by the foreign issuer due to a major disaster.
- The pendency or conclusion of a material litigation case or tax disposition case involving the foreign issuer, its custodian institution, depositary receipts, or the agent institution in the ROC of a secondary listed company, or the commencement of lawful reorganization, bankruptcy, or liquidation proceedings by the foreign issuer.
- Any circumstance set out in subparagraphs 6 through 9 of this article occurs to a subsidiary in which the foreign issuer holds more than a 50 percent share or a sub-subsidiary at any level beneath the foreign issuer that it directly or indirectly controls, and that materially affects its business or finances.
- Conduct by a promoter or director of the foreign issuer that, under the law of the foreign issuer's home country, entails joint and several liability for damages with the secondary listed company.
- A decision by a court of the foreign issuer's home country that duly voids or declares invalid a resolution of the foreign issuer's shareholders meeting.
- A change in the laws or regulations of the foreign issuer's home country that materially affects shareholder equity or corporate operations.
- A resolution by the board of directors of the foreign issuer to carry out a merger or consolidation, demerger, acquisition, exchange or transfer of shares to or from another, dissolution, or any material change in any of the above matters; failure for any reason by a company participating in a merger or consolidation, demerger, acquisition, or transfer of shares from another, to convene a subsequent shareholders' meeting, or a veto by either side of such a proposal; or a 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; or a resolution by the board of directors for a demerger or distribution of dividends, causing the holders of its issued Taiwan Depositary Receipts to acquire shares of another company for free.
- Listed foreign stocks, Taiwan Depositary Receipts, or foreign bonds are reported lost, subject to a judgment of exclusion, or subject to attachment or provisional attachment by order of a court, or their holder is declared bankrupt by a court ruling, where sufficient to affect the market price of the securities listed for trading.
- A change in the credit rating assigned to a foreign issuer or its issued securities by a credit rating agency.
- A change in, or a change in the plan for, a private placement of securities by the foreign issuer.
- A report in the domestic or foreign mass media or any information provided by any investor sufficient to affect the price of a listed foreign stock, Taiwan Depositary Receipt, foreign bond straight bonds, foreign convertible corporate bonds, or foreign corporate bonds with warrants.
- Change in chairperson, general manager, juristic-person director or supervisor, independent director, principal financial or accounting officer, internal audit officer, CPA, or agent for litigious and non-litigious matters, of the foreign issuer.
- Termination on the CPA's own initiative or otherwise failure by the CPA of the foreign issuer to carry out the audit and attest work on the company's financial reports.
- Any amendment to the depositary agreement signed between the foreign issuer and the depository institution that has a material effect on shareholder equity.
- A resolution by the foreign issuer to repurchase Taiwan depositary receipts, the expiration of the repurchase period or completion of the repurchase, or the repurchased Taiwan Depositary Receipts cumulatively reaching 2 percent of the total number of the already issued Taiwan depositary receipts, or the number of outstanding units of the Taiwan depositary receipts being less than 12 million units.
- The date for and the relevant financial and business information with respect to convening by the foreign issuer of a press conference, investor conference, or other public disclosure of financial and business information that has not been entered into the Market Observation Post System.
- Inability by the foreign issuer to punctually pay for foreign straight bonds, foreign convertible corporate bonds, or foreign corporate bonds with warrants that have matured or that creditors have requested it to redeem.
- Failure by the foreign issuer to file the financial report by the deadline under the regulations of the original place of listing.
- Publication of information by a foreign issuer on its own initiative that has a material effect on shareholder equity or the price of securities.
Documents or materials submitted by a secondary listed company to the securities exchange or supervisory authorities of its original listing shall simultaneously be submitted to the TWSE.
If a secondary listed company has a circumstance under paragraph 1, subparagraph 24, it shall, by the tenth day of each month, input the monetary amount and quantity unredeemed and the status of negotiations with creditors as of the end of the preceding month, the cash budget statement for the current month, and the status of execution of the cash budget statement for the preceding month, until redemption has been completed in full.
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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:
- Except under the following circumstances, the company may not hold or attend a conference during TWSE trading hours:
- an overseas investor conference is held during TWSE trading hours as a result of the time difference;
- the company attends an investor conference by invitation;
- other circumstances for which the company has made an application and the TWSE considers to be necessary circumstances.
- The time and venue of the conference shall be announced, at the latest, one day prior to the date of convening or one day prior to the date of attending of the conference.
- 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.
- 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:
- The time and venue of the conference shall be announced, at the latest, one day prior to the date of convening or one day prior to the date of attending of the conference.
- 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.
- 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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