||Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Issuers of Call (Put) Warrants(2016.08.23)
"Material information" in these Procedures means the following matters:
- Matters specified in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act.
- Circumstances related to the issuer as specified in Articles 50 and 50-1 of the TWSE Operating Rules.
- Matters specified in Article 7 of the Regulations Governing the Issuance of Call (Put) Warrants by Issuers.
- Any change of the issuer's articles of incorporation, or any capital increase/decrease that is likely to have a material effect on the rights and interests of shareholders.
- Change of a principal line of business of the issuer.
- The issuer's losses, appraised at market value, from trading of financial derivatives products, have a material effect on shareholder equity.
- The issuer experiences a major disaster or labor dispute that has a material effect on its business operations.
- A major litigation case or tax disposition case involving the issuer is pending or concluded, or the issuer undergoes company reorganization or liquidation proceedings in accordance with law.
- Any matter specified in subparagraphs 4 to 8 under this Article occurs to a branch unit of the issuer, with a material effect on the issuer's business operations.
- Any act of a promoter or director of the issuer, for which joint and several liability for damages is shared with the company.
- A resolution of the issuer's shareholders' meeting is duly voided or declared invalid by a court.
- A change of laws, regulations, or bylaws of the issuer's home country, with a material effect on shareholder equity or the company's business operations.
- If any matter specified in subparagraphs 2 to 10 above occurs to an institution that has been engaged to handle risk management, the issuer shall explain the matter on its behalf.
- Any material information that a foreign issuer is required to report in a timely manner in accordance with the laws of its home country.
- Mass media reportage in Taiwan or abroad that could affect the price of such call (put) warrants.
To save time, a Public Statement filled out by an issuer in accordance with Article 3 shall be sent to the TWSE by facsimile first, and then the original copy shall be delivered to the TWSE. If any discrepancy is found to exist between the original copy and the faxed copy, the issuer shall be responsible for the discrepancy and make a public announcement to clarify it. A foreign issuer shall present the information truthfully in English accompanied by a Chinese summary, or only in Chinese. The responsible person or managerial person of the issuer shall affix his/her seal thereto to show his/her responsibility.
The TWSE may publicly release the Public Statement Concerning Material Information provided by the issuer, make public disclosure thereof through the TWSE information transmission system, or handle the Public Statement in accordance with the TWSE Rules Governing Implementation of the Stock Market Surveillance System, and may forward photocopies thereof to all securities brokers for display at their places of business and at the TWSE Investor Library for the reference of the investing public.