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Article 47
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A listed company shall provide the following information within the prescribed time period:
1. Where an announcement is related to the rights and obligations of shareholders, the relevant particulars shall be reported on the Internet information reportage system designated by this Corporation, and the downloaded information shall be sent to this Corporation. Where particulars that should be publicly announced but were not announced, or where the announced items were not sufficiently explanatory, this Corporation may inform the company to make the announcement or to supplement or amend the announcement.
2. Before convening a shareholders meeting, two copies of the balance sheet, profit and loss statement, change in shareholders equity statement, cash flow statement, and proposals on the distribution of profits or losses as produced by the board of directors, and the minutes of the board of directors meeting shall be provided.
3. Within twenty days of the general shareholders meeting, two copies each of the minutes of the shareholders meeting, the annual report, and the shareholding dispersal form shall be provided.
4. Where approval is granted for the issuance of securities, at least 2,000 copies of the prospectus shall be submitted; provided, a company that opts to transmit the materials in the form of electronic files and that has complied with the applicable provisions of the Criteria Governing Information to be Published in Public Offering and Issuance Prospectuses may submit only 4 printed copies.
5. Two copies of the documents, reports or forms required to be provided to this Corporation pursuant to Paragraph 4 of Article 36 of the Securities and Exchange Law, and when the annual financial reports are submitted, two copies of the consolidated financial statements of the affiliates shall be provided; where financial reports are submitted, the company shall produce and provide the list of companies which it controls or is a subsidiary of, their profit-seeking enterprise uniform numbers, and the stock codes of listed and OTC-listed companies which each respective company holds and the total shareholdings thereof at the end of the quarter. And where the related enterprises of such company make increases or decreases in shareholdings, such changes shall be reported to this Corporation within 20 days of the change.
6. Other information as required by the Competent Authority and this Corporation.
Where a listed company issuing foreign stocks in a foreign stock exchange is required by the laws and regulations of the jurisdiction in which the listing is to take place to provide or disclose certain information, a copy of such information shall be provided to this Corporation within two days after such information has been so provided.
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Article 51-1
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Where a single listed company is converted into a financial holding company pursuant to Article 29 of the Financial Holding Company Law, and after this Corporation has reported to and obtained approval from the Competent Authority, the securities of the financial holding company shall be listed for trading from the record date of the share conversion, and the securities of the originally listed company shall be de-listed on the same date.
The provisions of the preceding paragraph shall also apply in cases where multiple listed or OTC companies, at least one of which is a listed company, are converted into a single financial holding company. However, if an unlisted/non-OTC company(ies) are converted together with other listed or OTC companies, such unlisted/non-OTC company(ies) shall conform to the following conditions:
1. It shall be free of any of the circumstances specified in Subparagraphs 1, 4, 5, 8, 10, or 13 of Paragraph 1 of Article 9 of this Corporation's Criteria for Review of Securities Listings.
2. Its most financial report for the most recent fiscal year shall have been audited by a certified public accountant approved by the Competent Authority to audit public companies and have received an unqualified opinion from such certified public accountant.
Where circumstances in Paragraph 1 or Paragraph 2 apply to a listed company(ies), the listed company whose converted shares are anticipated to account for the greatest proportion of the anticipated issued shares of the financial holding company shall carry out with this Corporation the various procedures set forth in the subparagraphs hereinbelow on behalf of all the companies whose shares are being converted, and, after this Corporation has obtained approval from the Competent Authority, the trading of such company's(ies') original listed securities shall be suspended eight trading days prior to (and non-inclusive of) the record date of the share conversion:
1. An Application for Listing of Shares of a Listed Company Converted into a Financial Holding Company shall be completed and filed, along with all specified attachments, with this Corporation at least fifteen trading days prior to (and non-inclusive of) the record date of the share conversion.
2. A Declaration of Suspension of Share Transfer Registrations shall be completed and filed by (inclusive of) the application date in the preceding subparagraph. This Corporation shall directly make an announcement to the market of suspension of amendments to entries in the shareholder rosters of the listed companies participating in the conversion into a financial holding company.
Where a financial holding company is established by means of assignment of operations by a listed company pursuant to Article 24 of the Financial Holding Company Law and the financial holding company holds 100 percent of the shares of the assigned company, an application for amendments to listed securities, accompanied by relevant documentation, shall be filed with this Corporation pursuant to Article 45; however, the provisions of Subparagraph 5 of Paragraph 1 of Article 50-1 shall not apply to the change in business scope.
Where shares of a single or multiple company(ies) limited by shares are converted into shares of a listed financial holding company pursuant to Article 29 of the Financial Holding Company Law, the financial holding company shall complete the relevant documentation and submit an application to this Corporation according to the procedures in Paragraph 3 hereof. After this Corporation has obtained approval from the Competent Authority, the listed securities shall be de-listed on the record date of the share conversion and the shares of the financial holding company into which they are converted shall be listed on the same day; provided, any unlisted/non-OTC company(ies) limited by shares participating in the share conversion shall conform to the requirements set forth in Subparagraphs 1 and 2 of Paragraph 2
Where circumstances set forth in Paragraphs 1, 2, or 5 apply to a company limited by shares participating in the share conversion and the company was a listed (or OTC) company before conversion, shares that prior to conversion were already duly placed in centralized custody by the company's directors, supervisors, and major shareholders at the time of initial listing (or OTC listing) shall remain in centralized custody after the conversion until the expiry of the custody period. If a converted company was an unlisted/non-OTC company prior to conversion and it is anticipated that the company's converted shares will account for 10 percent or more of the financial holding company's issued shares and shares anticipated to be issued by it, the directors, supervisors, and major shareholders of such unlisted/non-OTC company shall place their shares in the Financial Holding Company in centralized custody pursuant to the relevant provisions of this Corporation's Criteria for Review of Securities Listings. However, th is restriction shall not apply where the circumstances set forth in Paragraph 2 of Article 31 of the Financial Holding Company Law exist as a result of the share conversion.
A financial holding company established after conversion and meeting the requirements of Article 13 of this Corporation's Criteria Governing Information to be Published in Prospectuses for Initial Applications for Securities Listing, or a financial holding company converted from a single listed company or multiple listed or OTC companies, may prepare a simplified prospectus.
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