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1     When a TPEx primary listed company, pursuant to Article 4, paragraph subparagraph 9 of the Taipei Exchange Rules Governing Review of TPEx Trading of Foreign Securities ("the Review Rules"), mandates a lead recommending securities firm to assist its compliance with ROC securities laws and regulations, TPEx rules and public announcements, and the TPEx primary listing contract for stock of a foreign issuer that is entered into with the TPEx in the TPEx listing year and the following two accounting years, it shall do so in accordance with these Guidelines.
2     A lead recommending securities firm assisting a TPEx primary listed company in complying with relevant laws and regulations of the ROC shall perform the following duties:
  1. It shall provide relevant suggestions in a timely manner to assist the TPEx primary listed company to comply with ROC securities laws and regulations, the TPEx rules and public announcements, and the TPEx listing contract.
  2. When the TPEx conducts reviews of financial reports, routine regulation, regulation by exception, and other supervisory procedures concerning the TPEx primary listed company, the lead recommending securities firm shall fully comply with requests by the TPEx in conducting relevant operations.
  3. It shall assist the TPEx primary listed company in making relevant explanations at the TPEx.
  4. It shall ensure that the TPEx primary listed company performs its commitments to the TPEx made at the time of TPEx listing; if the TPEx primary listed company is found unable to perform any commitment, the lead recommending securities firm shall immediately notify the TPEx.
  5. It shall assist the directors, supervisors, general manager, spokesperson, acting spokesperson, financial officer, accounting officer, research and development officer, and internal audit officer of the TPEx primary listed company in understanding relevant legal liabilities.
  6. It shall collect any information that has a material effect on the company's shareholders' equity or securities price from mass media coverage at the major place of business operations of the TPEx primary listed company, and assist the company in disclosing relevant material information. If the TPEx primary listed company is found unable to duly disclose material information in a timely manner, the lead recommending securities firm shall immediately notify the TPEx.
3     The mandate contract entered into between a lead recommending securities firm and a TPEx primary listed company shall include at least the following matters:
  1. The duration of the mandate contract shall be the TPEx listing year of the stock of the TPEx primary listed company, and the following two accounting years.
  2. A TPEx primary listed company shall, before issuing material information, holding press conferences regarding material information, or publicly announcing and filing financial reports, notify the lead recommending securities firm, and may, when necessary, consult with the lead recommending securities firm. The lead recommending securities firm shall be obligated to faithfully maintain the confidentiality of any non-public information of the TPEx primary listed company that it knows of.
  3. When the lead recommending securities firm makes any request to access or read relevant information in accordance with TPEx requirements or the stipulations of the mandate contract, the TPEx primary listed company shall cooperate with the request.
  4. When the lead recommending securities firm assists the TPEx primary listed company in the compliance with laws and regulations pursuant to the mandate contract, it shall exercise the due care of a good administrator. If any matter attributable to the lead recommending securities firm results in a breach of the mandate contract, the lead recommending securities firm shall be held liable for damages for any injury to the TPEx primary listed company (including but not limited to any default penalty, change of trading method, suspension of trading, or delisting imposed on the TPEx primary listed company by the TPEx).
4     The TPEx primary listed company may not terminate the mandate contract with the lead recommending securities firm before the expiration of the mandate contract except for reason of a failure by the lead recommending securities firm to perform the mandate contract, a material dispute on the performance of the mandate contract between the parties, or another legitimate reason submitted for the TPEx's approval, and termination shall require the approval of the TPEx.
    A TPEx primary listed company applying to the TPEx pursuant to the preceding paragraph to terminate the mandate contract with the lead recommending securities firm shall state in writing the reasons for the termination and the name of the succeeding recommending securities firm, affixed with the written undertaking by the succeeding recommending securities firm committing it to bear the obligations of a lead recommending securities firm, and the mandate contract. The duration of the new mandate contract shall not be shorter than the remaining duration of the original mandate contract.
    The succeeding recommending securities firm referred to in the preceding paragraph shall comply with the provisions of Article 8 of the Taipei Exchange Rules Governing Review of TPEx Trading of Foreign Securities.
    Relevant provisions in these Guidelines shall apply when a TPEx primary listed company mandates another recommending securities firm to assist in the compliance with laws and regulations pursuant to paragraph 2.
    If a TPEx primary listed company fails to mandate another recommending securities firm to assist in the compliance with laws and regulations pursuant to paragraphs 2 and 3, it is deemed to have "violated a commitment made at the time of the application for TPEx listing." The TPEx may suspend the TPEx trading of its securities pursuant to Article 12-1, paragraph 1, subparagraph 7 of the Taipei Exchange Rules Governing Securities Trading on TPEx Markets and report the suspension to the competent authority for recordation.
5     A lead recommending securities firm may not resign before the expiration of the mandate contract except in the case of a merger, demerger, or business transfer, or when the competent authority voids its permit, approves its dissolution, or orders it to suspend business, or for another legitimate reason, and only with the approval of the TPEx.
    A lead recommending securities firm applying to the TPEx for resignation under the preceding paragraph shall state in writing the reasons for the resignation and the name of the qualified succeeding recommending securities firm, jointly signed by the new and the original recommending securities firms, and affixed with a letter of consent by the TPEx primary listed company, and the undertaking by the new recommending securities firm to bear the obligations of a lead recommending securities firm, and the mandate contract.
    When the TPEx has given approval for a lead recommending securities to resign, the succeeding recommending securities firm that continues to assist in the compliance with laws and regulations shall be subject to all relevant provisions of these Guidelines.
6     Lead recommending securities firms and succeeding recommending securities firms shall, during the period when they are mandated by the TPEx primary listed company to assist with its compliance with laws and regulations, retain relevant documents, working papers, or data in connection with the assistance process, and such materials may be requisitioned by the TPEx when necessary.
    If a recommending securities firm violates these Guidelines, the TPEx may requisition documents, working papers, or data referred to in the preceding paragraph, and issue a demerit or refuse for a certain period to accept applications for registration of emerging stocks recommended by that recommending securities firm and assessment reports produced by that recommending securities firm, pursuant to the TPEx Regulations for Handling Deficiencies in an Evaluation Report, Concluding Opinion, or other Related Information Submitted by a Securities Firm.
7     These Guidelines, and any amendments hereto, shall be implemented following the approval of the competent authority.