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Article 1
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These Procedures are adopted pursuant to Article 48-1 of the Taiwan Stock Exchange Corporation (TSEC) Operating Rules.
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Article 2
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"Material information" in these Procedures means the following matters:
- Matters specified in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act.
- Circumstances related to the issuer as specified in Articles 50 and 50-1 of the TSEC Operating Rules.
- Matters specified in Article 7 of the Regulations Governing the Issuance of Call (Put) Warrants by Issuers.
- Any change of the issuer's articles of incorporation, or any capital increase/decrease that is likely to have a material effect on the rights and interests of shareholders.
- Change of a principal line of business of the issuer.
- The issuer's losses, appraised at market value, from trading of financial derivatives products, have a material effect on shareholder equity.
- The issuer experiences a major disaster or labor dispute that has a material effect on its business operations.
- A major litigation case or tax disposition case involving the issuer is pending or concluded, or the issuer undergoes company reorganization or liquidation proceedings in accordance with law.
- Any matter specified in subparagraphs 4 to 8 under this Article occurs to a branch unit of the issuer, with a material effect on the issuer's business operations.
- Any act of a promoter or director of the issuer, for which joint and several liability for damages is shared with the company.
- A resolution of the issuer's shareholders' meeting is duly voided or declared invalid by a court.
- A change of laws, regulations, or bylaws of the issuer's home country, with a material effect on shareholder equity or the company's business operations.
- If any matter specified in subparagraphs 2 to 10 above occurs to a guarantor or an institution that has been engaged to handle risk management, the issuer shall explain the matter on its behalf.
- Any material information that a foreign institution is required to report in a timely manner in accordance with the laws of its home country.
- Mass media reportage in Taiwan or abroad that could affect the price of such call (put) warrants.
- If an issuer of put warrants, for hedging purposes, short-sells shares of the underlying securities or sells them after borrowing them through the TSEC securities borrowing and lending system, daily information on any short sales or sales of borrowed shares of the underlying securities after the TSEC has approved the issuance of the warrants.
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Article 3
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If any circumstance specified in the preceding Article occurs to the issuer or is discovered to be reported in the mass media, or there is a discrepancy between a media report and the fact, the issuer shall, before trading hours begin on the business day following the day of the occurrence of the fact or of the mass media reportage, input the cause, source, content, and an explanation of such information into the TSEC-designated Internet information reporting system. the issuer is unable to input the information for any reason, it shall on its own initiative fill out a Public Statement Concerning Material Information - Form (1) (See Attachment 1) or a Public Statement Concerning Material Information - Form (2) (See Attachment 2), and submit the form to the TSEC by facsimile.
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Article 4
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If the TSEC discovers, or an investor makes an inquiry by facsimile with supporting materials (see Attachment 3) to the TSEC regarding, any material information under Article 2 that has not been announced by the issuer, the TSEC as it deems necessary may fill out a Public Statement Concerning Material Information of a Listed Company - Form (3) (See Attachment 4), stating the source and content of the information, and make an inquiry by facsimile or telephone to the issuer's spokesperson or acting spokesperson. The issuer shall provide explanations in response to each point in the inquiry, and input the information required within the time limit prescribed by the TSEC to the TSEC-designated Internet information reporting system.
A written inquiry by an investor under the preceding paragraph shall be filled out with the real name, ID number or GUI number, address, and contact number of the investor. The TSEC may, during normal business hours, present the inquiry to the issuer using the original inquiry or a summary thereof.
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Article 5
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To save time, a Public Statement filled out by an issuer in accordance with Article 3 shall be sent to the TSEC by facsimile first, and then the original copy shall be delivered to the TSEC. If any discrepancy is found to exist between the original copy and the faxed copy, the issuer shall be responsible for the discrepancy and make a public announcement to clarify it. A foreign institution shall present the information truthfully in English accompanied by a Chinese summary, or only in Chinese. The responsible person or managerial person of the issuer shall affix his/her seal thereto to show his/her responsibility.
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Article 6
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The TSEC may publicly release the Public Statement Concerning Material Information provided by the issuer, make public disclosure thereof through the TSEC information transmission system, or handle the Public Statement in accordance with the TSEC Rules Governing Implementation of the Stock Market Surveillance System, and may forward photocopies thereof to all securities brokers for display at their places of business and at the TSEC Public Relations Office for the reference of the investing public.
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Article 7
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If the issuer does not on its own initiative submit the Public Statement in accordance with these Procedures, or within the time limit prescribed by the TSEC, or input the information in the TSEC-designated Internet information reporting system, the TSEC may alter the trading method of its call (put) warrants on the central stock exchange or may halt trading of the warrants pursuant to applicable regulations, and report the case within one month for the competent authority's recordation.
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Article 8
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These Procedures, and any amendments hereto, shall come into force following the approval of the competent authority.
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