|
Article 2
|
The term "listed company" as used in these Procedures means listed companies as prescribed in Article 43 of the TWSE Operating Rules; "Material information of listed companies and primary listed companies" in these Procedures means the following matters:
- 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.
- 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.
- 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.
- Any event set forth in Article 185, paragraph 1 of the Company Act of the Republic of China (ROC).
- 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.
- 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 ROC.
- Change of certified public accountant (CPA) for any reason other than internal adjustments within the certifying accounting firm.
- Personnel changes such as a change of spokesperson, acting spokesperson, important operations officer (chief executive officer, chief operating officer, chief marketing officer, or chief strategy officer), 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.
- Change in accounting year, accounting policy, or accounting estimates.
- 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.
- Resolution by the board of directors to carry out a capital reduction, merger or consolidation, division, acquisition, exchange or conversion of shares or transfer of shares from another, dissolution, issue of new stock for capital increase, record date of a capital reduction or cash capital increase, issue of corporate bonds, issue of employee stock option certificates, issue of new restricted employee shares, 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, division, 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, division, acquisition, or transfer of shares from another, or veto by either side of the proposal for merger, consolidation, division, 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.
- The date, time, and venue of, and the financial and business information in connection with, any disclosure through a press conference, investor conference, or by any other means, of financial and business information that has not been entered into the Market Observation Post System, by a company.
- 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, in the case of a company that has published complete financial forecasts, the difference in any of the following reaches 20 percent or greater, and the sum involved reaches NT$30 million and 0.5 percent of share capital:
- The difference between the self-assessed (unaudited) comprehensive income as publicly disclosed and filed within 1 month after the close of the fiscal year and the forecasted comprehensive income as most recently publicly disclosed and filed.
- The difference between the actual comprehensive income stated in the publicly disclosed and filed annual financial report and the forecasted comprehensive income.
- The difference between the actual comprehensive income stated in the publicly disclosed and filed annual financial report and the self-assessed (unaudited) comprehensive income as publicly disclosed and filed within 1 month after the close of the fiscal year.
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 share capital under the forepart of this paragraph, 0.25 percent of net worth shall be substituted.
- 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.
- 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 share 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 share capital, 10 percent of net worth shall be substituted.
- 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.
- Resolution of the board of directors on the date for convening an ordinary 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
- Important resolution of a regular shareholders meeting or special shareholders meeting.
- There is any material event of internal control fraud, non arms-length transaction, or defalcation of assets.
- Where any of the following provisions is met:
- An acquisition or disposal, by the listed company or by a subsidiary whose shares have not been publicly issued domestically, of assets within the scope of Article 3 of the Regulations Governing Acquisition or Disposal of Assets by Public Companies adopted by the competent authority and where the circumstances of Article 30 or 31 of those Regulations require public disclosure and filing, with the exception of the following circumstances:
- Public disclosure has already been made of a merger, consolidation, division, acquisition, or transfer of shares from another pursuant to Article 2, paragraph 1, subparagraph 11 of these Procedures.
- Public disclosure has already been made of an acquisition or disposal of privately placed securities pursuant to Article 2, paragraph 1, subparagraph 24 of these Procedures.
- The information pertains to derivatives trades that must be reported by the 10th of each month.
- An acquisition of any type of open-end fund that is not privately placed.
- 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 that the managerial officer or director is engaged in is a Mainland-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.
- Public disclosure 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.
- Public disclosure 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.
- Acquisition or disposal of privately placed securities by a listed company or a subsidiary thereof.
- Suspension of business transactions between the listed company and a major purchaser or supplier, where the purchaser or supplier accounted for 10 percent or more of the company's total amount of sales or purchases as stated in the parent company only (or individual) financial report for the most recent fiscal year.
- 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 where the administrative fines for one single event have accumulated to NT$1 million or more.
- Finalization of negotiation results of a negotiation meeting called between the listed company and a creditor bank.
- 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.
- Any re-filing and public disclosure 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.
- Failure to make a public disclosure 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 disclosed 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 a law or regulation, or for the reason that the amount of investment by a non-major subsidiary or of investment accounted for using the equity method, and the gain or loss thereupon, as presented in the interim financial report is calculated on the basis of the investee company's financial report that have not been audited or reviewed by a CPA. However, if the above-mentioned non-major subsidiary is a subsidiary of a financial holding company, the subsidiary's interim financial report shall be audited or reviewed by a CPA in accordance with applicable laws and regulations.
- Mass media reportage or provision of information by investors sufficient to affect the market status of a listed company's securities.
- 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.
- Occurrence of any of the changes in shareholding set forth in Article 369-8, paragraph 1 or 2 of the Company Act and receipt of notice of the same.
- A director or supervisor is subject to a provisional injunction suspending them from the exercise of their powers or is subject to an emergency disposition; or, a director is subject to a provisional injunction suspending the director from the exercise of powers or is subject to an emergency disposition and the board of directors is thereby rendered unable to exercise its powers.
- Any matter required to be publicly disclosed and filed by the company pursuant to the Regulations Governing Share Repurchase by Listed and OTC Companies.
- 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.
- Issuance of an undertaking upon applying for listing and subsequently inability to perform the undertaking; failure to carry out remedial procedures within 3 months of the day of the aforesaid occurrence.
- Any matter required to be publicly disclosed and filed pursuant to the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company.
- Revocation by the competent authority of the permit of a financial holding company or of a listed company defined as a bank or a securities, futures, or insurance company under Article 2 of the Organic Act Governing the Establishment of the Financial Supervisory Commission, or penalization of any of the above by the competent authority for violation of the Financial Holding Company Act, Banking Act, Insurance Act, or laws and regulations relating to securities and futures; or the loss by a financial holding company of controlling shareholding in a subsidiary, as defined by Article 4, subparagraph 1 of the Financial Holding Company Act, where the competent authority has ordered remediation within a certain time limit.
- (deleted)
- Increase or decrease in the number of held companies of an investment holding company.
- 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.
- A donation to a related party or a major donation to a non-related party under the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
- 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.
- 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.
- Where a listed company holds more than 70 percent of the total issued shares or total share capital of a TWSE listed (or GTSM listed) subsidiary thereof; or where 70 percent of the total issued shares or total share capital of a listed company is held by another TWSE listed (or GTSM listed) company.
- 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 filed for any period in the place of overseas listing; or if the financial report of a primary listed company is not prepared according to the generally accepted accounting principles (GAAP) as described in Article 3 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the differences in items between the accounting principles employed and those of the ROC and the monetary amounts affected, and the certifying CPA's opinion on the aforementioned matters.
- If the circumstances set forth in Article 53-25 of the TWSE Operating Rules 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 a TWSE listed (or GTSM listed) company, then 3 business days before the date on which trading resumes, public disclosure and filing 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-reviewed share capital, net worth, and net worth per share, and the CPA-attested (or reviewed) earnings per share for the most recent period.
- Any other material policy resolution of the board of directors, or other circumstances having a material effect on the shareholders' equity or securities prices of a listed company.
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 Article 248, paragraph 2 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, division, acquisition, or transfer of shares from another as referred to in paragraph 1, subparagraph 11, 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 paragraph 1, subparagraph 32, 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 shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. In the event of occurrence of any circumstance that is specified in any subparagraph of paragraph 1 as required to be reported for a subsidiary, the listed company shall report it on behalf of any subsidiary that is non-TWSE and non-GTSM listed and has not registered its stock as emerging stock.
The term "major subsidiary" in these Procedures means a subsidiary that meets the conditions set out in Article 2-1, paragraph 2 of the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants. Where any circumstance under Article 2, paragraph 1 applies to a major subsidiary of a listed company, when that subsidiary is non-TWSE and non-GTSM listed and has not registered its stock as emerging stock, it shall be deemed material information of the listed company, and the listed company shall report it on behalf of the subsidiary.
The term "net worth" in these Procedures means the equity attributable to owners of the parent as presented in the balance sheet prepared under the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry.
|