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Amendments

Title:

Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities  CH

Amended Date: 2020.08.17 
Categories: Primary Market > Management > Information Disclosure

Title: Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities(2020.01.03)
Date:
Article 2     The term "TWSE listed company" as used in these Procedures means any TWSE listed company or TWSE primary listed company as prescribed in Article 43 of the TWSE Operating Rules.
    The meanings of "parent" and "subsidiary" as used in these Procedures shall be determined in accordance with the regulations issued by the competent authority to govern the preparation of financial reports for the relevant industry.
    The term "major subsidiary" as used in these Procedures means a subsidiary that meets the conditions of Article 2-1 of the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants or Article 5 of the Relevant Regulations Governing the Auditing and Attestation of Financial Statements of Financial Institutions by Engaged Certified Public Accountants.
    The term "net worth" as used in these Procedures means the equity attributable to owners of the parent on the balance sheet prepared pursuant to regulations governing the preparation of financial reports for the relevant industry issued by the competent authority.
    The term “halt of dealings” as used in these Procedures means the halt by TWSE of the exchange of listed securities by a TWSE listed company for a specific period with or without an application made by the TWSE listed company, for the TWSE listed company to disclose information publicly according to these Procedures.
    The term “resumption of exchange” as used in these Procedures means the resumption by TWSE of the exchange listed securities by a TWSE listed company with or without an application made by the TWSE listed company.
Article 6     A TWSE listed company shall input the material information or explanations into the Internet information reporting system designated by the TWSE within the filing time limits of the following subparagraphs:
  1. When any circumstance in any of the subparagraphs of Article 4, paragraph 1 of these Procedures applies to the TWSE listed company, except for subparagraph 40, where the material information shall be input within an hour after the TWSE announces the halt or resumption of dealings in the securities, in the event of any of the circumstances in the remaining subparagraphs, the material information shall be input two hours before the beginning of trading hours on the trading day following the date of occurrence of the event. However, if a press release is issued earlier, the information shall be input simultaneously with the press release.
  2. If the TWSE listed company discovers mass media reportage of any circumstance under Article 4, paragraph 1, or reportage sufficient to affect the market price of its listed securities, or any reportage that diverges from facts, the company shall immediately input an explanation of the material information no later than two hours after the discovery.
  3. When the circumstances of any subparagraph under Article 11, paragraph 1 apply to a TWSE listed company, information on the event shall be input on the date of occurrence of the event or on the same day as the media reportage, and in any event within two hours after the press conference, except under the circumstances of paragraph 1, subparagraph 7, in which case the information shall be input at the time of the press conference or within two hours after the press conference.
    The date of occurrence of the event referred to in subparagraph 1 of the preceding paragraph means the date of agreement, date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a resolution of the board of directors or a committee established by it, or other date that can confirm the counterparty 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.
    The filing time limits under the subparagraphs of paragraph 1 shall be based on Taiwan time, and the filings shall be made in Chinese, provided that they may also be simultaneously made in English. In addition, when foreign laws or regulations impose time constraints concerning material information that, under these Procedures, a TWSE listed company must report on behalf of a foreign enterprise, the TWSE may accommodate the time constraints on the foreign enterprise and make a simultaneous disclosure.
    If a TWSE listed company issues securities outside of the ROC, and during the duration of those securities, undergoes any event in Article 4, paragraph 1, it shall simultaneously input the information or explanations in English into the Internet information reporting system designated by the TWSE, or, if it undergoes any material event that requires immediate reporting under the laws, regulations, or securities exchange rules of the country of listing or the country of the company's registration, it shall simultaneously input that information into the Internet information reporting system designated by the TWSE. If it receives a written inquiry from the securities regulatory agency or securities exchange of the country of listing or the country of the company's registration with respect to any matter with a material effect on shareholder equity or the price of securities, it shall immediately forward to the TWSE a copy of the content of the written enquiry and any response to it.
    Where the paid-in capital of a TWSE listed company as at the end date of the last financial year or the sum of the foreign and mainland Chinese shareholdings stated in the shareholder register of its annual general meeting held in the preceding year meets a certain standard, the information or explanations shall be input in English into the Internet information reporting system designated by the TWSE if any of the subparagraphs of paragraph 1, Article 4 applies.
    The time and standard mentioned in the preceding paragraph are as below:
  1. From July 2020, the paid-in capital of the end date of the last financial year is NT$15 billion at the minimum.
  2. From 2021, the paid-in capital of the end date of the last financial year is NT$10 billion at the minimum, or the sum of the foreign and mainland Chinese shareholdings stated in the shareholder register of its annual general meeting held in the preceding year is 30% at the minimum.
  3. From 2022, the paid-in capital of the end date of the last financial year is NT$2 billion at the minimum.
  4. From 2024, the paid-in capital of the end date of the last financial year falls short of NT$2 billion at the minimum.
    If any circumstance under Article 5 applies to a TWSE secondary listed company, it shall file a report within the time limits under paragraphs 1 to 4. However, the circumstance under Article 5, paragraph 1, subparagraph 18 shall be handled no later than the date of discovery, and as promptly as possible within the time period allowed for the filing of material information under the laws or regulations of the home country or the country of listing of the secondary listed company.
    If the circumstance under the preceding paragraph falls within the purview of laws or regulations of the company's home country or country of listing, then the company, within the time limit prescribed by such laws or regulations, shall simultaneously input information into the TWSE-designated information reporting website in Chinese.
Article 12     If the circumstances of any subparagraph of the preceding article apply to a TWSE listed company, or any mass media reportage would be sufficient to affect the market price of the TWSE listed securities, or any reportage diverges from facts, the TWSE listed company shall complete a "Registration Form for Material Information Press Briefing" (Appendix 3) specifying the material information, and promptly send it to the TWSE for handling. Unless the TWSE deems it necessary to postpone handling the matter, the company shall promptly appoint a spokesperson or acting spokesperson to participate in a press briefing before the following trading day after the occurrence of the event or the broadcast media report to provide explanations to the news media. Where foreign laws or regulations impose time constraints concerning material information that a TWSE listed company is required to report on behalf of a foreign enterprise under these Procedures, the TWSE listed company may accommodate the time constraints on the foreign enterprise and make a simultaneous disclosure.
    To ensure timeliness, a TWSE listed company filling out a report pursuant to the preceding paragraph shall first transmit it by facsimile or other means and then deliver the original report. If the original report is delivered and any discrepancy with the facsimiled version is found, responsibility shall be borne by the TWSE listed company and it shall publicly announce and explain the discrepancy. A report submitted by a TWSE listed company shall be consistent with the facts, and shall bear the seals of the company and its responsible person or manager to indicate that they are responsible.
    The TWSE primary listed company may appoint a spokesman or acting spokesman, or its litigious or non-litigious agent in the Republic of China, or an independent director, to hold a press briefing pursuant to the provisions in paragraph 1.
    If any matter under paragraph 1, subparagraphs 1, 2, 6, 7, or 10 of the preceding Article, any material event in the first part of subparagraph 19 of paragraph 1, Article 4, or any other matter that the TWSE deems material occurs with respect to a TWSE listed company, the TWSE listed company shall dispatch the above-mentioned personnel to the TWSE to hold a press briefing, which may not be held through video conferencing or other similar manner.
    Given the existence of any circumstance under paragraph 1, subparagraph 7 of the preceding article, the TWSE listed company shall convene a press briefing at the TWSE during the non-trading hours closest in time to the board of directors' resolution. If there is more than one participating TWSE listed company, the companies shall hold the press briefing simultaneously. If exceptional circumstances make it impossible to hold the press briefing in a timely manner and the matter is reported to and approved by the TWSE, the TWSE listed company shall immediately input the information or explanations into the TWSE-designated Internet information reporting system designated by the TWSE, and promptly hold a press briefing in lieu of the one originally to be held.
    Where necessary, a TWSE listed company may hold a press conference that is to be held in accordance with these Procedures, in the form of a material information briefing open to investor participants.