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Article 8
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If any of the following material events occurs to a listed company, the TWSE shall produce an examination report on the impact of the material event on the company's operations or market in accordance with Articles 10 and 11 of these Procedures, and then report to the competent authority for further handling.
1. Finance
(1) The listed company's financial statement for the current period shows a serious deficit, such that the company's net worth is lower than the capital stock stated on the financial statement.
(2) The CPA produces an audit or review report with a non-unqualified opinion or produces a non-standard audit or review opinion, and the circumstances are serious, or the important notes on the audit indicate that the company's internal control system has any material deficiency.
(3) The listed company, and its parent company or any of its subsidiaries has had a negotiable instrument dishonored due to insufficient funds, or has otherwise experienced a loss of creditworthiness.
(4) A principal debtor of the listed company has a negotiable instrument dishonored, has filed for bankruptcy, or experienced any other similar event of a material nature; a principal obligor in favor of whom the company has made an endorsement or guarantee is unable to settle a matured negotiable instrument, loan, or other obligation.
(5) From financial data forwarded by the listed company in accordance with Article 36 of the Securities and Exchange Act, its is found that the company has provided any endorsement or guarantee for a company with which it does not have business transactions, or that it has provided company assets as collaterals for loan borrowings of another person.
(6) The cumulative actual amounts of expenditures and project progress related to a cash capital increase or issuance of corporate bonds are both lagging behind the scheduled amounts by 25% or more.
(7) The assets (excluding all types of domestic stock and open-end bond funds) acquired or disposed by a listed company or its subsidiaries reach 20% or more of the capital stock stated in the company's financial report, or NT$300 million or more.
(8) The amount of open interest in derivatives held for trading purposes in the current month shows a month-on-month increase in an amount that equals 10% or more of the capital stock stated in the financial report, or the combined amount of realized and unrealized losses shows a month-on-month increase of NT$100 million or more.
(9) The year-on-year increase or decline in operating revenue for the current month ranks among the top 20, or the year-on-year increase or decline in cumulative operating revenue as of the current month ranks among the top 20, and no reasonable cause is seen for the change.
(10) Within one year starting from the month following the completion of a private placement of securities, there is a year-on-year increase or decline in the operating revenues of every month, or there is a year-on-year increase or decline in the cumulative operating revenues as of the current month, and no reasonable cause is seen for the change.
2. Business
(1) The financial report of the listed company for the current period indicates a serious reduction in production, or a suspension in whole or in part of operations, resulting in a serious deficit, and it is estimated that the circumstance cannot be improved within a short time.
(2) Company plants or major facilities have been loaned, or all or part of the company's major assets have been pledged, such that there is a likelihood of operational difficulties or suspension of operations, or any circumstance specified in a subparagraph of paragraph 1 of Article 185 of the Company Act occurs.
(3) The company enters into an important contract, changes major contents of the business plan, completes the development of a new product, acquires another enterprise, or signs or rescinds a cooperation plan with another company, and there is an adverse effect on the company's finances or business.
(4) Any instance of major disaster, protest, strike, or environmental pollution occurs and it is estimated that the business operations cannot be restored within a short time, or the estimated losses exceed 20% of the capital stock stated in the company's financial report, or NT$300 million or more.
3. Other
(1) Elections for the directors/supervisors of the listed company cannot be held as schedule, or half or more of the original directors or supervisors cannot exercise their duties.
(2) A serious deficiency occurs in any stock-related operations of the listed company (such as fraud by company insiders), affecting the market order.
(3) Any matter involving litigious or non-litigious proceedings, an administrative disposition, or contentious administrative proceedings, with a material effect on the company's financial or business operations.
(4) Entering into an important contract, changing major contents of the business plan, or rescission of a cooperation plan with another company, with adverse impact on the company's financial or business operations.
(5) Reorganization or bankruptcy proceedings of the listed company, its parent company, or any of its subsidiaries, and any events that occur in the course of such proceedings, including any application made by the company, any petition made by an interested party and known to the company, any notification or ruling made by a court, or any other matters related to reorganization or bankruptcy proceedings duly conducted in accordance with laws and regulations.
(6) Any material default in connection with the listed company's stock.
(7) An unusual rise in the stock price after the company's initial listing.
(8) The listed company issues any material information, or there is reported in the media, any event with a material effect on company operations.
(9) There is any material irregularity in a transaction between the listed company and an affiliated enterprise.
(10) The stock price of the listed company has undergone a significant fluctuation in the most recent month, and the Market Surveillance Department of the TWSE has issued dispositive measures 2 or more times, and the sum of the number of borrowed shares at the TDCC plus the balance of shares purchased on margin accounts for 30% or more of the company's listed shares.
(11) The listed company enters into the TWSE's Market Observation Post System any material information that it is required to input into the system, or makes any large-scale revisions to information that it has entered into the system, and its average stock price of the three days following the entry differs by 14% or more from the average price of the three days preceding the entry.
(12) Combined sales of shareholdings by a managerial officer or officers of the listed company within a period of one month exceed 50%, and the number of shares sold exceeds 2,000 trading units.
(13) The internal control system of the listed company is found in an audit to have any material irregularity.
(14) The share ownership ratio of directors or supervisors falls short of requirements for 3 consecutive months or longer.
(15) Any independent director that the listed company appoints in accordance with regulations resigns for any reason other than a force majeure event such as illness or death, resulting in an insufficient number of independent directors or supervisors.
(16) Change of a financial officer, accounting officer, internal audit officer, R&D officer, or CPA of the company.
(17) In the current month, the cumulative number of shares on which any and all company insiders have created pledges reaches 50% or more of the shares held by all company insiders; or the reduction in shareholding of any and all company insiders exceeds 50% of the number of shares held by all company insiders.
(18) A company insider or insiders have submitted filings for the transfer of over 1,000 trading units of shareholdings, and the reason for the transfer is sale by the pledgee (liquidation of the pledge by a bank).
(19) The competent authority or the TWSE deems it necessary for any other reason.
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