|
Article 37
|
An issuer shall input the following information by the required deadline into the information disclosure section designated by the securities firm:
- Basic information of the issuer: including information such as an overview of the company and the basic data of the directors, supervisors, and management team, shall be input before trading begins. In the event of any subsequent change, the updated information shall be input within 5 days from the date that the change is learned of.
- Annual financial report: the annual financial report audited and attested by a CPA shall be input within 4 months after the end of each fiscal year
- Information on any decision by the issuer to distributed dividends, interest, or other benefits: shall be input on the next business day following the resolution by the board of directors.
- Information on fundraising by an offering of security tokens:
- Fundraising plan items and progress: shall be input within 10 days from the end of the fundraising period. Any changes in related information shall be input within 5 days from the date of the change.
- Quarterly statement on utilization of the funds raised: shall be input within 20 days after the end of each quarter.
- Information on buybacks of security tokens:
- Buyback information: before the beginning of trading hours on the next business day following the resolution by the board of directors, information shall be input including the name of the security token to be bought back, ceiling on the total monetary amount of the buyback, intended buyback period and quantity, and buyback price range.
- Execution status: on the next business day after expiration of the buyback period or completion of execution of the buyback, input the execution status.
- Maturity of debt tokens: input the date for termination of trading at least 10 days before the date that issued debt tokens will reach maturity.
With respect to the circumstance in subparagraph 6 of the preceding paragraph, the securities firm shall use a conspicuous means to disclose the date for termination of trading of the debt tokens that are approaching maturity.
There may not be any misrepresentation, concealment, or information sufficient to mislead others in the content of any information reported pursuant to any subparagraph of paragraph 1.
|
|
Article 38
|
"Material information" means the occurrence of any event listed below with respect to an issuer:
- Dishonor of a negotiable instrument due to insufficient funds, refusal by a financial institution to honor a transaction, or other loss of creditworthiness.
- Search by law enforcement authorities, or any litigious or non-litigious matter, administrative disposition, administrative litigation, precautionary injunctive procedure, or compulsory execution, with a material effect on the finances or business of the issuer.
- Major decrease in production or a full or partial work stoppage, or lease of a plant or important equipment of the issuer to others, or a pledge on all or a major portion of its assets, with a material effect on the issuer's business operations.
- The occurrence of any event under Article 185, paragraph 1 of the Company Act.
- Ruling by a court to prohibit the transfer of stock of the company pursuant to Article 287, paragraph 1, subparagraph 5 of the Company Act.
- Signing, amendment, termination, or rescission of an important memorandum of understanding, a plan for strategic alliance or other business cooperation plan or important contract, or change in important content of a business plan, or completion of development of a new product, or successful development and formal entry into the full-scale production stage of an experimental product, or purchase of an enterprise of another, or acquisition of or assignment to another of patent rights, trademark rights, copyrights, or other intellectual property transactions, with a material effect on the finances or business of the company.
- Occurrence of a disaster, group protest, strike, environmental pollution event, information security incident, or other material event, with a material effect on the finances or business of the issuer.
- Change in chairman, general manager, or one-third or more of the directors.
- Change of the attesting CPAs for a reason other than internal adjustment at the accounting firm of the attesting CPAs.
- Material change or significant delay in progress of any item of the fundraising plan.
- Resolution by the board of directors to distribute dividends or interest, or failure to make the distribution by the deadline therefor.
- Resolution by the board of directors to buy back security tokens, expiration of a buyback period, or completion of execution of a buyback.
- Resolution by the board of directors or a shareholders meeting to apply for termination of trading of the issuer's security tokens on the trading platform.
- Announcement of suspension or termination of trading of the issuer's security tokens on the trading platform under Article 40.
- Mass media reportage or information circulating around the market sufficient to affect the prices of the issuer's security tokens.
- Any other event with a material effect on the rights or interests of investors.
If an event set out in any subparagraph of the preceding paragraph occurs with respect to an issuer, the issuer shall input the relevant information into the information disclosure section designated by the securities firm before the beginning of trading hours on the business day next following the occurrence of the event.
If any event in paragraph 1 applies to the issuer and it has not duly made a public disclosure of material information, the securities firm shall notify the issuer to input the related information into the designated information disclosure section within a specified deadline.
No information disclosed pursuant to the subparagraphs of paragraph 1 may make any description of an exaggerated nature or that resembles advertising or promotional language, nor may the information involve any misrepresentation, concealment, or anything that could mislead others.
To ensure the correctness of and equal access to information, an issuer may not externally disclose any information on its own before publishing the material information through the aforesaid information disclosure section.
If there is any material change in the development of subsequent events with respect to material information that an issuer has published, the issuer shall update or supplement in a timely manner the content of the relevant information in accordance with the provisions under which the information was originally disclosed.
|