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Taiwan Stock Exchange Corporation Rules for Regulating Primary Listed Foreign Issuers(2010.05.20) |
| Date： |
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Article 9
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If a primary listed company violates any provision of Article 6 or 8, the TWSE may impose a monetary penalty on it commensurate with the circumstances of the particular case, and if the violation is serious in nature, alter the method by which its listed securities are traded or suspend their trading pursuant to Article 49-1, paragraph 1, subparagraph 10, or Article 50-3, paragraph 1, subparagraph 9 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 with respect to the imposition of monetary penalties under the preceding paragraph.
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Article 11
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If any of the following material events occurs to a primary listed company, the TWSE shall conduct verification and public disclosure operations following its Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities, and shall further collect relevant information on the material event and prepare an analysis report accordingly:
1. Finances
(1) The primary listed company's financial statements for the current period show serious loss, such that the company's net worth is lower than the stock capital stated in the financial report.
(2) The CPA issues an audit or review report expressing an opinion other than an unqualified opinion or a non-standard audit or review report, and the circumstances are serious.
(3) The primary listed company or its parent company or any of its subsidiaries has experienced a loss of creditworthiness.
(4) A principal debtor of the listed company has filed for bankruptcy or experienced any other similar event, or a principal debtor in favor of whom the company has made an endorsement or guarantee is unable to settle a debt or obligation when due.
(5) From financial information submitted by the primary listed company it is found that the company has provided any endorsement or guarantee for a company with which it does not do business, or that it has provided company assets as collateral for loan borrowings of another person.
(6) The assets (excluding all types of domestic stocks and open-end bond funds) acquired or disposed of by the primary listed company or its subsidiaries reach 20 percent or more of the capital stock stated in the company's financial report, or NT$300 million or more.
(7) The amount of open interest in derivatives held for trading purposes in the current month shows a month-on-month increase of 10 percent 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.
2. Business
(1) The financial statements of the primary listed company for the current period indicate a serious reduction in production, or a suspension of manufacturing operations in whole or in part, resulting in serious loss, and it is predicted that the circumstance cannot be improved within a short time.
(2) Any of the primary listed company's plants or major facilities has been rented out, or all or a substantial part of the company's major assets have been pledged, such that there is a likelihood of operational difficulties or suspension of operations.
(3) Any instance of major disaster, protest, strike, or environmental pollution occurs to the primary listed company and it is predicted that the business operations cannot be restored within a short time, or the predicted losses exceed 20 percent of its shareholders' equity.
3. Other
(1) Any matter involving litigious or non-litigious proceedings, an administrative disposition, or contentious administrative proceedings, with a material effect on the primary listed company's financial or business operations.
(2) The primary listed company issues any material information, or the press/media report any event with a material effect on the company's operations.
(3) An independent director's office that the primary listed company establishes in accordance with regulatory requirement becomes vacant for any reason other than illness, death, or other force majeure event, resulting in an insufficient number of independent directors, or as a result the company has no independent director with a household registration in Taiwan.
(4) A circumstance arises in which the primary listed company has no agent for litigious and non-litigious matters in Taiwan.
(5) The competent authority or the TWSE otherwise deems necessary.
In administering regulation by exception, the TWSE may require a primary listed company or its CPA or lead underwriter, or agent for litigious and non-litigious matters in Taiwan, or independent director(s) to give explanatory information on specified matters and may, in consideration of the actual situation, require the primary listed company to submit a regulatory filing of the explanatory matters on the TWSE-designated information reporting website or require the primary listed company to hold an informational press conference.
If the TWSE deems it necessary, a primary listed company shall conduct a special audit within or outside of Taiwan in full cooperation with the TWSE or its appointed lawyer, CPA or other professional individual or organization, and shall provide all such information as may be required by the TWSE or the afore-mentioned professional individual or organization; the costs for hiring the professional individual or organization and the fees and expenses incurred by the TWSE or the professional individual or organization shall be the responsibility of the primary listed company.
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Article 12
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A primary listed company shall, within 20 days following a general shareholders meeting, submit two copies of its annual report to shareholders to the TWSE for review.
Any failure by a primary listed company to submit the annual report within the time period specified in the preceding paragraph, or to prepare its annual report in compliance with regulatory requirements, and to cure such a failure within the time limit specified by the TWSE in a letter requiring it to cure the failure, shall be treated as an "any other event having a material impact on shareholders equity" under the TWSE Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities, and shall thus be brought to the attention of investors.
When the circumstance under the preceding paragraph applies to a primary listed company, the TWSE may require the primary listed company to submit a regulatory filing of the matter on the TWSE-designated information reporting website, and where necessary may require the primary listed company to hold an informational press conference.
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Article 13
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If either of the following circumstances exists with respect to a primary listed company when the TWSE or its appointed lawyer, CPA, or professional organization conducts an audit of the company according to Article 10 or 11 hereof, the TWSE may impose a monetary penalty on it commensurate with the circumstances of the particular case, and if the circumstance is serious in nature, alter the method by which its listed securities are traded or suspend their trading pursuant to Article 49-1, paragraph 1, subparagraph 10, or Article 50-3, paragraph 1, subparagraph 9 of the TWSE Operating Rules.
1. If it refuses, impedes, or evades an examination conducted by the TWSE or its appointed lawyer, CPA, or other professional individual or organization.
2. If it fails to produce account books, forms/statements, documents, or other reference or reporting materials within a specified time period to the TWSE or its appointed lawyer, CPA, or other professional individual or organization.
Article 9 of the TWSE Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities shall apply mutatis mutandis with respect to the imposition of monetary penalty under the preceding paragraph.
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Article 18
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These Rules, and any amendments hereto, shall be enforced after approval and recordation by the competent authority.
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