Search Result

Article Content

 
Article 1     These Procedures are promulgated pursuant to Article 2 of the Contract for GTSM Trading of Securities, Article 2 of the Contract for GTSM Trading of Managed Stock, and Article 2 of the Contract for GTSM Primary Listing of Stock of a Foreign Issuer signed between the GreTai Securities Market (GTSM) and GTSM listed companies.
Article 1-1     Except as otherwise provided by laws and regulations, the provisions regarding GTSM listed companies in these Procedures shall apply mutatis mutandis to GTSM primary listed companies.
Article 2     "Material information" in "press conferences concerning material information" as used in these Procedures means the following particulars provided by a GTSM listed company on its own initiative, or investigated and verified at the initiative of the GTSM:
  1. Dishonor of a negotiable instrument due to insufficient deposits, refusal by a financial institution to honor a transaction, inability to redeem a bond upon maturity or upon the request of the creditor, other loss of credit of a GTSM listed company or parent company or subsidiary thereof, creation or release of pledge on directors' shares, or significant change in shareholding of the parent company.
  2. Any material effect on company finances or operations resulting from a litigious or non-litigious matter, administrative disposition, contentious administrative procedure, provisional attachment, provisional injunction, or compulsory execution with respect to a GTSM listed company or a responsible person thereof.
  3. Serious decrease in production or complete stoppage of work.
  4. Any circumstance set forth in paragraph 1 of Article 185 of the Company Act.
  5. Reorganization or bankruptcy procedure of a GTSM listed company or parent or subsidiary thereof, and any and all events occurring in the course of such procedure, including any petition made to a court and any notice given or ruling handed down by a court, or any ruling prohibiting transfer of shares or any precautionary measure ordered by a court under relevant laws such as the Company Act or the Bankruptcy Act.
  6. Any material effect on company finances or business resulting from any signing, amendment, termination, or rescission of an important memorandum of understanding, a plan for strategic alliance or business cooperation with another company, or mutual non-competition commitment, or signing, termination, or rescission of an 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.
  7. Resolution by the board of directors for capital reduction (excluding retired treasury stocks), merger or consolidation, cancellation of merger or consolidation, spin-off, acquisition, share exchange or conversion or receiving assignment of shares, dissolution, participation in the establishment of or conversion into a financial holding company or investment holding company or subsidiary thereof; or inability for any reason to convene a subsequent shareholders' meeting of a company participating in a merger or consolidation, spin-off, acquisition, or acquisition of shares, or veto of the proposal for merger, consolidation, spin-off, acquisition, or acquisition of shares for any reason; provided, this shall not apply to cases under the following two circumstances:
    1. Cases of a whale-minnow merger conducted in accordance with Article 18, paragraph 6, of the Business Mergers and Acquisitions Act, where the merged enterprise is a company not listed on the TWSE or GTSM that has paid-in capital of less than NT$100 million, or a merger/acquisition conducted in accordance with Article 19 of the Business Mergers and Acquisitions Act. If the merged company's stock has no par value or a par value other than NT$10 per share, for the calculation of the aforesaid paid-in capital, net worth shall be substituted.
    2. Cases of capital reduction by a major subsidiary or a subsidiary of an investment holding company or an financial holding company as specified under Article 2-1, paragraph 1 of the Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities.
  8. Occurrence of a significant event of internal control-related malpractice, non arms-length transaction, or defalcation of company assets..
  9. The GTSM has announced suspension of trading of the company's stock because of a circumstance under Article 12-1, paragraph 1, subparagraph 17 of the GreTai Securities Market Rules Governing Securities Trading on the GTSM.
  10. Transactions between the company and related parties: acquisition or disposal of real property, or acquisition or disposal of assets other than real property, where the monetary amount of a single transaction, or of cumulative transactions with a single trading counterparty within 1 year, reaches 20 percent of the company's paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more. However, this requirement shall not apply to the following transactions:
    1. Government bond trades, RP/RS bond trades, or subscription or redemption of domestic money market funds.
    2. A financial holding company, banking enterprise, insurance enterprise, securities enterprise, or any subsidiary thereof, acquiring or disposing of publicly offered domestic open-end funds issued by its parent company or a subsidiary, or engaging in bill or bond transactions.
    3. Transactions between a parent company and a subsidiary or between the subsidiaries of the GTSM listed company.
    If the company's stock has no par value or a par value other than NT$10 per share, for the calculation of the aforesaid 20 percent of paid-in capital, 10 percent of net worth shall be substituted.
  11. (Deleted)
  12. Occurrence of a disaster, group protest, strike, environmental pollution event resulting in a disposition by a competent authority, where the anticipated prior to receiving insurance indemnification exceeds 20 percent of the company's paid-in capital or NT$300 million or more. If the company's stock has no par value or a par value other than NT$10 per share, for the calculation of the aforesaid 20 percent of paid-in capital, 10 percent of net worth shall be substituted.
  13. Finalization of negotiation results of a negotiation meeting called between the company and a creditor bank.
  14. (Deleted)
  15. Occurrence of a change in shareholding set forth in Article 369-8, paragraph 3 of the Company Act and receipt of notice of the same.
  16. (Deleted)
  17. (Deleted)
  18. (Deleted)
  19. (Deleted)
  20. Revocation by the competent authority of the permit of a financial holding company or of a GTSM listed company defined as a banking, securities, futures or insurance enterprise under Article 2 of the Organic Act Establishing the Financial Supervisory Commission, or loss by a financial holding company of statutory controlling shareholding in a subsidiary with a resulting order by the competent authority to the financial holding company to make corrections within specified a time limit.
  21. (Deleted)
  22. (Deleted)
  23. (Deleted)
  24. Resolution by the board of directors or a shareholders' meeting of a GTSM listed company to apply for termination of GTSM trading of its securities.
  25. Where a GTSM listed company holds more than 70 percent of the total issued shares or share capital of a TWSE (or GTSM) listed subsidiary thereof; or where 70 percent of the total issued shares or total capital of a GTSM listed company is held by another TWSE (or GTSM) listed company.
  26. Withdrawal by a GTSM listed company on its own initiative for any reason an application it has submitted for conversion of its stock to listed trading.
  27. Any major policy resolutions of the board of directors of the company, or any other circumstance with a substantial effect on shareholders' equity or the price of the securities.
    If any major subsidiary of a GTSM listed company meets any of the standards in Article 2, paragraph 5 of the Procedures for Verification and Disclosure of Material Information of Companies with GTSM Listed Securities, or if any subsidiary of a GTSM listed company meets any of the standards in Article 2-1, paragraph 1 of the same Procedures, or if a GTSM listed company is a subsidiary of a domestic parent company that is neither TWSE (nor GTSM) listed nor an emerging stock company, and that parent company experiences any circumstance in the subparagraphs of paragraph 1 hereof, it shall be deemed material information of the GTSM listed company.
Article 3     If any circumstance set forth in any subparagraph in the preceding article applies to a GTSM listed company, or the company discovers that mass media reportage has a significant impact on the market status of its securities or that mass media reportage of any circumstance set forth in any subparagraph of the preceding article diverges from facts, the company shall complete a "Report to Convene a Press Conference Concerning Material Information" (Attachment 1) specifying the content of the information, and promptly send it to the GTSM for handling. Unless the GTSM deems there to be a necessity to postpone handling, the company shall promptly dispatch a spokesperson or acting spokesperson to hold a press conference at the GTSM in person or through video conferencing by the next trading day following the occurrence of the event or discovery of the broadcast media report. Where foreign laws or regulations impose time constraints concerning material information that a GTSM listed company is required to report under these Procedures, the GTSM listed company may in accordance with the foreign laws or regulations make the disclosure simultaneously therewith. Except in the case of material information that is required to be reported in advance, if the above-mentioned press conference is held on a day that is not a business day in Taiwan, or after 9:00 p.m. Taiwan time, then it must release the information in Taiwan within one hour before the beginning of trading on the next business day.
    In addition to being allowed to dispatch its spokesperson or acting spokesperson to hold a press conference pursuant to the provisions of the preceding paragraph, a GTSM primary listed company is permitted to dispatch its litigious and non-litigious agent or an independent director for that purpose.
    At the occurrence of any circumstance specified in subparagraphs 1, 2, 7, 8, 9, 14, 20, and 24 of paragraph 1 of the preceding Article or any other matter that the GTSM deems material, a GTSM listed company shall dispatch above-mentioned personnel to hold a press conference in person at the GTSM; such press conference may not be held through video conferencing. However, this rule does not apply to GTSM primary listed companies.
    When a circumstance set forth in paragraph 1, subparagraph 7 of the preceding Article applies to a GTSM listed company, the GTSM listed company shall hold a press conference at the GTSM during the non-trading hours immediately following the board meeting resolution. If there is more than one participating TWSE listed, GTSM listed, or emerging-stock company, the companies shall hold the press conference simultaneously. In extraordinary circumstances where the press conference cannot be held in a timely manner and following the approval of the GTSM, the company shall immediately input such information or explanation into the Internet information reporting system designated by the GTSM, and then promptly complete the holding of the press conference.
Article 4     When the GTSM discovers or mass media report the existence of any material information set forth in Article 2 with respect to a GTSM listed company, and such information is verified pursuant to the Procedures for Verification and Disclosure of Material Information of Companies with GTSM Listed Securities, the GTSM may complete a Notice for a Press Conference Concerning Material Information (Attachment 2) specifying the source and content of the information, and send it to the GTSM listed company to request that it dispatch a spokesperson or acting spokesperson to hold a news conference in person or through video conferencing by a deadline set by the GTSM.
Article 5     To ensure timeliness, a GTSM listed company filling out a report pursuant to Article 2 shall first transmit it by facsimile and then deliver the original report. If after delivery of the original report any discrepancy with the originally facsimiled is discovered, the GTSM listed company shall bear the responsibility, and shall publicly announce and explain the discrepancy. A report submitted by a GTSM listed company shall be filled out consistently with the facts, and shall be chopped with the chops of the company and its responsible person or manager, to indicate that they take responsibility for it.
    When convening a press conference, a representative of a GTSM listed company shall state in detail the facts that occurred, the cause, the effect on company finances and business, the projected monetary amount of such effects, and countermeasures to be taken, and shall prepare relevant written materials. The concrete content required to be explained shall be separately prescribed by the GTSM.
    Where any of the circumstances set forth in paragraph 1 of Article 2 applies to a GTSM listed company, the company shall input the content of such event into the Market Observation Post System on the date of occurrence of the event or the same day as the media reportage, except in the cases of a resolution by the board of directors of a GTSM listed company for merger or consolidation, cancellation of merger or consolidation, spin-off, acquisition, acquisition of shares, participation in establishment of or share conversion into a financial holding company, investment holding company, or subsidiary thereof; or inability for any reason to convene a subsequent shareholders' meeting of a company participating in a merger or consolidation, spin-off, acquisition, or acquisition of shares; or veto by the shareholders' meeting of such proposal for any reason;, in which cases the GTSM listed company shall, at the time of convening the press conference or within two hours after the conference, input into the Market Observation Post; provided that if the press conference is convened on the date of occurrence of the event or the same day as the media reportage, the content shall be input no later than two hours after the press conference.
    System the information about the event as required under the GTSM Procedures for Verification and Disclosure of Material Information of Companies with GTSM Listed Securities.
Article 6     To ensure the accuracy of and general access to relevant information, a GTSM listed company shall not announce to the public any information prior to inputting the information about an event into the Market Observation Post System, or holding a press conference concerning material information about that event, pursuant to these Procedures.
Article 7     If a GTSM listed company violates these Procedures, the GTSM may impose a breach penalty of NT$50,000 for each individual case of violation, provided that if the cumulative number of penalties within 1 year reaches two or more (inclusive of the current penalty), a breach penalty of NT$100,000 shall be imposed as the current penalty. In the event of a breach that is assessed by the GTSM to have a material impact on shareholder equity or the price of securities, a breach penalty up to NT$1 million may be imposed. Where a GTSM listed company that is required to make up some measure, and that is notified via official letter to do so by the trading day next following the date of receipt of the notice, still fails to do so by the deadline, a breach penalty of NT$10,000 per day may be imposed until the day the measure is carried out.
    If after receiving notice from the GTSM requiring it to hold a press conference, a GTSM listed company still fails to do so and the circumstances of the specific case are serious, the GTSM may adopt the practice of advance collection of funds and securities, or suspend or terminate trading of the securities of the GTSM listed company under Article 12,12-1, or 12-2 of the GreTai Securities Market Rules Governing Securities Trading on the GTSM.
Article 8     The GTSM will disclose on the Market Observation Post System any penalty imposed on a GTSM listed company for a violation of these Regulations.
Article 9     These Procedures, and any amendments hereto, shall take force after ratification by the competent authority.