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Operating Rules of the Taiwan Stock Exchange Corporation(2005.03.08) |
| Date： |
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Article 46
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Where a listed company suspends changes to the shareholders roster in accordance with Article 165 of the Company Act, it shall, before the last date the shareholders roster may be changed and within the time period required by this Corporation, publicly announce on the website reporting system designated by this Corporation the reason for the suspension, date of suspension, amount of dividends and bonuses to be distributed, and allocation of rights. However, in special circumstances, where the reasons are stated, the company may simply publicly announce in advance the reasons for convening a shareholders meeting and the date of the meeting. In such cases, it shall follow up, at least 40 days prior to the date of the shareholders meeting, with a public announcement on the above-mentioned website designated by this Corporation of the amount of dividends and bonuses to be distributed or rights to be allocated.
If there is subsequently any change in information publicly announced by a listed company under the preceding paragraph, or the public announcement is not made by the listed company within the time period specified by this Corporation, then the listed company shall bear full liability for any resultant trade dispute or damage suffered by a party to a trade.
The provisions of Paragraph 2 of this Article shall apply mutatis mutandis to SITEs setting a time period for changes to the beneficiaries list or date of distribution of profits when handling matters set forth in Article 3, Article 25, and Article 27 of the Regulations Governing Securities Investment Trust Funds.
The provisions of Paragraphs 1 and 2 of this Article shall apply mutatis mutandis to the time period during which the shareholders list, the beneficiaries list, and the foreign bond holders list may not be changed due to the distribution of stock dividends, bond interests, profits, or other interests in accordance with the laws of its local jurisdiction, in respect of stocks or bonds issued by foreign issuers and their agents, or foreign securities represented by Taiwan Depositary Receipts that is issued by foreign issuers and their depositary institution.
The provisions of Paragraphs 1 and 2 shall apply mutatis mutandis when a trustee institution sets a record date for suspension of changes to entries in the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or distribution of profit on a special purpose trust, or when a special purpose company sets a record date for suspension of changes to entries in the register of holders of asset-backed securities or a record date for distributions because of the convening of a meeting of holders of asset-backed securities or distribution or repayment of principal, profit, interest, or other income rights in accordance with an asset securitization plan.
The provisions of Paragraphs 1 and 2 shall apply mutatis mutandis when a securitization trustee institution sets a record date for suspension of changes to entries in the register of beneficiaries or for distribution of income because of the convening of a beneficiaries meeting or distribution of income.
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Article 47
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A listed company shall provide the following information within the prescribed time period:
1. With the exception of announcements of suspension of changes to entries in the shareholders' roster because of the convening of a regular shareholders' meeting, special shareholders' meeting, or target date fixed by the company for distribution of dividends, bonus, or other benefits under Article 165 of the Company Act, for which it is not necessary to send the downloaded information to this Corporation, for all other announcements related to the rights and obligations of shareholders, the relevant particulars shall be entered into the Internet information reporting system designated by this Corporation, and the downloaded information shall be sent to this Corporation. Where particulars that should be publicly announced 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, the board meeting minutes along with the public announcement of suspension of changes to entries in the shareholders' roster shall be entered into the Internet information reporting system designated by this Corporation in accordance with the preceding article.
3. Within twenty days of the general shareholders meeting, two copies of the annual report to the shareholders meeting shall be submitted.
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 Act, 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 47-1
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SITEs shall provide the following information within the prescribed time period:
1. Where an announcement is related to the rights of beneficiaries, the relevant particulars shall be entered into the Internet information reporting system designated by 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 supplement or amend the announcement.
2. Upon receiving notification from this Corporation of approval for offering and issuance of beneficiary certificates, a SITE shall upload the electronic file [of the prospectus] onto the Internet information reporting system designated by this Corporation and provide four [physical] copies of the prospectus.
3. At the same time that they are filed with the Competent Authority, two copies of the annual report and monthly balance sheet report shall be provided.
This Corporation may provide original or abstract copies of the information provided to it pursuant to the preceding Paragraphs for review by the public.
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Article 47-2
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Any foreign issuer and its agent institution that issues securities, or any foreign issuer and its depositary institution that issues Taiwan Depositary Receipts shall provide the following information within the prescribed time period:
1. Foreign issuers designating specific time periods or record dates for confirmation of its shareholders for purposes of distribution of dividends, warrants, and other rights shall on the commencement date or twelve business days before the record date report the particulars and other concrete contents regarding such events on the Internet information reporting system designated by this Corporation.
2. Within thirty days of the shareholders meeting of a foreign issuer, its agent institution or depositary institution shall provide at least 1,000 copies of the shareholders meeting agenda and the minutes of the shareholders meeting, ten copies of the financial report audited by a CPA and opinion of an ROC CPA on such report, and two copies of the annual report to this Corporation for review by the public.
3. In accordance with regulations, at least 2,000 copies of the prospectus must be provided to this Corporation for review by the public when the stock or Taiwan Depositary Receipt begins trading on the Exchange.
4. The form "Items that Shall be Publicly Announced and Reported to this Commission when A Foreign Issuer Offers and Issues Securities" produced in accordance with the regulation of the Competent Authority shall be provided.
The preceding documents or public announcement, if in English, shall have Chinese translations, or shall be made in Chinese.
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Article 47-4
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The trustee institution or special purpose company shall provide the following information within the prescribed time period:
1. When rights or interests of beneficiaries or holders are publicly announced, the relevant particulars shall be entered into the Internet information reporting system designated by this Corporation. Where particulars that should have been publicly announced were not announced, or where the announced items were not sufficiently explanatory, this Corporation may give notice via letter to make the announcement or to supplement or amend the announcement.
2. When trading of beneficiary securities or asset-backed securities on this Corporation's market commences, four copies of the prospectus shall be submitted.
3. Two copies of each shall be submitted at the time that the balance sheet, profit and loss statement, and trust property management and application report prepared by the trustee institution with respect to the trust property of the special purpose trust are reported to the trust supervisor and notice is given to the beneficiaries; and at the time that the report prepared by the special purpose company with respect to the management and disposition of the assigned assets, profit/loss and distribution amounts, book balance, withdrawn capital or other interests, overdue receivables and bad debts, and other material information, is reported to the supervisory institution and notice is given to all holders.
4. When the special purpose company performs reporting and public announcement in accordance with Article 36 of the Securities and Exchange Act, two copies of all such information shall be submitted.
This Corporation may provide the originals or abstracts of any information provided to it pursuant to the preceding Paragraphs for review by the public.
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Article 47-5
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The real estate securitization trustee institution shall provide the following information within the prescribed time period:
1. When rights or interests of beneficiaries are publicly announced, the relevant particulars shall be entered into the Internet information reporting system designated by this Corporation. Where particulars that should have been publicly announced were not announced, or where the announced items were not sufficiently explanatory, this Corporation may give notice via letter to make the announcement or to supplement or amend the announcement.
2. When trading of REIT beneficiary securities or REAT beneficiary securities on this Corporation's market commences, four copies of the prospectus shall be submitted.
3. Two copies shall be submitted of the trust property assessment report publicly announced every three months by the real estate securitization trustee institution.
4. Two copies of each shall be submitted at the time that the balance sheet, profit and loss statement, and trust property management and application report prepared by the real estate securitization trustee institution are reported to the trust supervisor and notice is given to the beneficiaries.
5. Two copies of the beneficiaries meeting minutes shall be submitted within 20 days after the beneficiaries meeting.
6. Other information as required by the Competent Authority and this Corporation.
This Corporation may provide the originals or abstracts of any information provided to it pursuant to the preceding Paragraphs for review by the public.
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