| Title： |
Taiwan Stock Exchange Corporation Procedures for Routine Regulation and Regulation by Exception Over Financial and Business Affairs of Listed Companies(2010.05.20) |
| Date： |
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Article 6
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The following items shall be included in an audit:
1. An explanation of the impact on the company of the reasons for which it was subject to the audit, and the company's response measures.
2. The attesting CPA's opinions on relevant matters, when necessary.
3. Any violation of the securities-related laws or regulations found during the audit.
4. Any measures adopted by the TWSE.
5. Suggestions to the competent authority.
Attention shall be given to the following matters in the audit:
1. Whether investment in derivatives is duly disclosed.
2. Whether there is any irregularity in trading with related parties.
3. Whether there is any lending to others for any reason other than as necessary for company business transactions.
4. Whether there is any irregularity in the purchase or sale of block assets.
5. Whether any endorsement or guarantee is made for others for any reason other than as necessary for company business transactions.
6. Whether the operations of the board of directors comply with regulations.
7. Progress on improving any deficiencies, or follow-up review of any irregularities, listed in the previous review.
If any violation of securities-related laws or regulations is found during the audit, [the TWSE] shall issue a letter notifying the listed company to make improvements. If the circumstances are severe, the TWSE may issue a letter requiring the company to send personnel to attend education classes held by an organization designated by the competent authority, and forward a copy of the letter to the organization. If the company does not send the personnel to attend the classes, the TWSE may, depending on the nature of the deficiencies, list the company as a priority subject for auditing in subsequent substantive reviews of financial reports, routine regulation or regulation by exception, or internal control system audit.
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Article 9
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In addition to provision by the listed company at its own initiative, the TWSE also collects information regarding material events from the following relevant sources:
1. Mass media reportage.
2. Letter from the competent authority.
3. Financial reports that the listed company submits in accordance with Article 36 of the Securities and Exchange Act.
4. Clear evidence provided by the listed company's trade association or investors.
5. Matters disclosed by the listed company in accordance with The TWSE Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities.
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Article 10
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When any material event occurs to a listed company, in addition to conducting verification and public disclosure in accordance with the TWSE Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities , the TWSE personnel responsible for handling the case shall look into and analyze the material event, collect relevant materials and ascertain the circumstances and progress of the case, and when necessary produce an analysis report (in the format in attachment 5-1). In all cases except those in which no irregularity is found through the above procedures, an on-site audit of the company shall be conducted. The personnel handling the case shall write a project report after the audit is complete, and the report content shall include the following items:
1. The cause of the material event of the listed company.
2. The impact of the material event on the listed company, and the group, industry, and market to which it belongs.
3. The listed company's response measures.
4. The CPA's opinions on relevant matters, when necessary.
5. Any violation of securities-related laws or regulations found during on-site audit.
6. The measures adopted by the TWSE.
7. Suggestions for the competent authority.
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Article 12
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An audited company shall provide the materials required for routine regulation or regulation by exception in accordance with Article 47, paragraph 1, subparagraph 6 of the TWSE Operating Rules. If the audited company, without legitimate reason, does not provide relevant materials within the time limit, the TWSE may, depending on the seriousness of the circumstances, impose a monetary penalty on the audited company, or alter the trading method or suspend the trading of the listed securities in accordance with Articles 49 or 50 of the TWSE Operating Rules. Article 9 of the TWSE Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities shall apply mutatis mutandis to the imposition of a monetary penalty.
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Article 13
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These Procedures shall come into force following submission to and approval of the competent authority.
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