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Chapter 1 General Principles
Article 1     These Operation Directions are adopted pursuant to Article 2 of the TPEx Contract for TPEx Primary Listing of Stock of a Foreign Issuer.
Article 2     All compliance requirements for TPEx primary listed companies and all TPEx supervisory measures with respect to primary listed companies are governed by these Operation Directions except as otherwise provided by law, regulation, or TPEx rules.
Article 3     Any information or documents submitted by a TPEx primary listed company to the TPEx, or information disclosed by it through public announcements and filings, shall be in Chinese. Disclosures may be made at the same time in English, however, provided that if there is any discrepancy in meaning between the Chinese and English versions, the Chinese will govern.
Chapter 2 Compliance Requirements for TPEx Primary Listed Companies
Article 4     Disclosures of material information, the holding of press conferences concerning material information, and information filings by any TPEx primary listed company shall be governed respectively by the Taipei Exchange Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities, and the Taipei Exchange Rules Governing Information Reporting by Companies with TPEx Listed Securities.
     A TPEx primary listed company, at the end of the period during which it engages a lead recommending securities firm as required by Article 13, or during which it engages a lead securities underwriter as required by Article 13-1, shall additionally engage a litigious and non-litigious agent to collect mass media reports of information with material significance for shareholder equity or share prices in the places where the company has its major operations, and to assist the company with handling public disclosures of related material information. If the agent finds that the TPEx primary listed company is unable to make a timely disclosure of material information, it shall immediately inform the TPEx.
Article 4-1      (Deleted)
Article 4-2     If a TPEx primary listed company encounters any direct investment in newly issued shares of the company, made by means of participation in any private placement, cash capital increase, merger or consolidation ("merger"), acquisition, or share exchange, where the investment is by a Mainland Area individual, juristic person, organization, or other institution, or a company invested in any third jurisdiction by any of the above, the TPEx primary listed company shall, 5 days before the share price payment date or target date of the merger, acquisition, or share exchange, submit to the TPEx a Direct Investment Report specifying the details of the aforesaid direct investment. If any of the information changes after submission, the Report shall be updated and resubmitted before the share price payment date or target date of the merger, acquisition, or share exchange.
    The TPEx primary listed company shall file a Table of Overseas Chinese and Foreign Investment and Shareholdings within 15 days after the share price payment date or target date of the merger, acquisition, or share exchange referred to in the preceding paragraph.
    After the Direct Investment Report referred to in paragraph 1 has been reviewed by the TPEx and found to comply with regulations, the Mainland Area individual, juristic person, organization, or other institution, or the company invested in a third jurisdiction by any of the above, shall carry out identity registration in accordance with the Operation Directions for Applications by Overseas Chinese, Foreign Nationals, and Mainland Area Investors for Registration to Invest in Domestic Securities or Trade Domestic Futures.
Article 5     The annual report to shareholders of a TPEx primary listed company shall include the relevant particulars set forth in Article 21 of the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers, which shall be in Chinese or in a Chinese-English bilingual version, provided that in the event of any discrepancy in meaning between the Chinese and English in a bilingual version, the Chinese will govern.
    A TPEx primary listed company shall enter an electronic version of its annual report to shareholders into the TPEx-designated information reporting website prior to the date on which its general shareholders meeting is convened, and shall submit two printed copies of the report to the TPEx within 20 days after the general shareholders meeting.
Article 6     A TPEx primary listed company shall publicly announce and file financial reports through the TPEx-designated information reporting website and submit two printed copies of each required report to the TPEx by the deadlines provided under Article 36 of the Securities and Exchange Act.
     A TPEx primary listed company publicly announcing and filing financial reports pursuant to the preceding paragraph may be exempted from publicly announcing and filing parent company only financial reports. This shall not apply, however, if it is required to prepare parent company only financial reports by law or regulation of its country of registration, or it uses the parent company only financial report as a basis for distributing dividends.
Article 7     The financial forecast published by a TPEx primary listed company shall be prepared in accordance with the ROC Regulations Governing the Publication of Financial Forecasts of Public Companies, and the TPEx Standards for Determining Whether a TPEx Listed Company Shall Publish Complete Financial Forecasts.
Article 8      The internal control system of a TPEx primary listed company shall comply with the Regulations Governing the Establishment of Internal Control Systems by Public Companies.
    During the year of its listing and the 2 succeeding fiscal years, a TPEx primary listed company shall publicly announce through the TPEx-designated information reporting website and shall file a printed copy of the CPA special audit report on its internal control system for the preceding fiscal year at the same time it submits the printed copy of its annual report in accordance with Article 5, paragraph 2 of these Operation Directions.
    The provisions of the preceding paragraph apply mutatis mutandis to any special audit of the internal control system by a CPA engaged voluntarily by a TPEx primary listed company after the expiration of the time period of the preceding paragraph.
    A CPA performing a special audit of a TPEx primary listed company's internal control system shall do so in accordance with Chapter 3, Section 3 of the ROC Regulations Governing the Establishment of Internal Control Systems by Public Companies.
Article 9     A TPEx primary listed company that provides loans, endorsements, or guarantees for others shall do so in accordance with the ROC Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
Article 10      A TPEx primary listed company acquiring or disposing of assets shall do so in accordance with the provisions of the ROC Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
Article 11     The procedural rules for a TPEx primary listed company's board of directors meetings shall be governed by the ROC Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
     A TPEx primary listed company shall call a regular shareholders meeting within 6 months after the end of the accounting year.
     All shareholders of a TPEx primary listed company shall be notified more than 30 days before the convening of a regular shareholders meeting. If a TPEx primary listed company, however, based on the laws and regulations of the country of its registration, is unable to deliver notices of the convening of the shareholders meeting more than 30 days before the meeting, it shall deliver notices to shareholders, at the latest, more than 21 days before the meeting.
Article 12     If, because the laws and regulations of its country of registration provide otherwise, a TPEx primary listed company does not apply provisions of ROC laws or regulations when establishing an internal control system, providing loans, endorsements, or guarantees to others, acquiring or disposing of assets, or with respect to rules of procedure for board of directors meetings, the TPEx may require that the TPEx primary listed company provide an original language copy and a Chinese translation of the relevant laws and regulations of its country of registration, and that it file by letter with the TPEx a written expert opinion issued by the attorney or other legal professional engaged by it to provide the legal compliance checklist at the time of its TPEx listing review, the fees for which shall be borne by the TPEx primary listed company.
Article 13     During the fiscal year of its listing and the 2 succeeding fiscal years, a TPEx primary listed company shall continue to engage its lead recommending securities firm to assist it in compliance with ROC securities laws and regulations, TPEx rules, required public announcements, and listing contracts. However, for a TPEx primary listed company that is a technology enterprise, the abovementioned engagement period shall be the fiscal year of its listing and the 3 succeeding fiscal years.
Article 13-1      During the year when the offering under Article 6, paragraph 1, subparagraphs 1 to 3 of the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers is completed and the 2 succeeding fiscal years, a TPEx primary listed company shall, pursuant to paragraph 3 of the same Article, engage a lead securities underwriter to assist it in compliance with ROC securities laws and regulations, TPEx rules, required public announcements, and the TPEx Contract for TPEx Primary Listing of Stock of a Foreign Issuer.
     Except as otherwise provided in these Operation Directions, the provisions regarding lead recommending securities firms in the TPEx Guidelines for Lead Recommending Securities Firms Mandated to Assist TPEx Primary Listed Companies in Complying with the Laws of the ROC and the Taipei Exchange Rules Related to TPEx Listing shall apply mutatis mutandis where a lead securities underwriter is engaged to assist a TPEx primary listed company in compliance with laws and regulations as under the preceding paragraph.
Article 14     A TPEx primary listed company shall continuously maintain independent director seats and shall choose to establish either an audit committee or supervisors in accordance with Article 14 of the Taipei Exchange Rules Governing the Review of Foreign Securities for Trading on the TPEx.
    When an independent director appointed pursuant to the preceding paragraph is dismissed for any reason and no by-election is held for his or her replacement in accordance with the relevant rules, the matter shall be handled in accordance, mutatis mutandis, with the TPEx Directions on Compliance Requirements for the Appointment and Exercise of Powers of the Boards of Directors of TPEx Listed Companies.
Chapter 3 Supervision of TPEx Primary Listed Companies
Article 15     When the TPEx performs verification of material information, administration of financial or operational matters, review of financial reports and financial forecasts, reviews of annual reports, and audits of the internal control systems of TPEx primary listed companies, it shall do so in accordance with, respectively, the TPEx Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities, the TPEx Handling Procedures for Routine Regulation and Regulation by Exception of Financial and Business Affairs of TPEx Listed Companies, the TPEx Procedures for Review of Financial Reports of TPEx Listed Companies, the TPEx Procedures for Review of TPEx Listed Company Annual Reports, and the TPEx Procedures for the Auditing of Internal Control Systems of TPEx Listed Companies.
Article 16     When deemed necessary by the TPEx in any audit it performs, a TPEx primary listed company shall, as requested by the TPEx, engage a designated professional or institution to perform a targeted examination within the audit scope designated by the TPEx and submit the examination results to the TPEx, and the TPEx primary listed company shall bear all related expenses.
    When the TPEx or a TPEx-designated professional or institution performs an audit of a TPEx primary listed company under the preceding paragraph, the TPEx primary listed company may not refuse, impede, or evade examination, and shall provide the TPEx or the aforementioned professional or institution the account books, forms and statements, documents, or other materials requested within the given deadline.
    The TPEx-designated professional or institution that performs a special audit under paragraph 1 shall prepare a special audit report and deliver it to the TPEx with the related materials referred to in the preceding paragraph. The TPEx will analyze the report and materials, and then compile and submit them to the competent
Chapter 4 Penal Provisions and Supplementary Provisions
Article 17     If a TPEx primary listed company violates any provision of Article 4, paragraph 1, Article 5, or Article 6 of these Operation Directions when disclosing material information, holding a press conference concerning material information, carrying out information filings, or preparing or disclosing annual reports to shareholders or financial reports, the TPEx may take dispositive measures as provided in the various relevant regulations.
    If a TPEx primary listed company violates Article 4, paragraph 2, Article 4-1, Article 4-2, or Article 13-1 of these Operation Directions, or violates any provision of Articles 7 to 11 of these Operation Directions when preparing and disclosing financial forecasts, or with respect to its internal control system, its loans, endorsements, or guarantees to others, its acquisition or disposal of assets, or its rules of procedure for board of directors meetings, the TPEx may impose a penalty of NT$30,000 for each instance of violation, provided that if an aggregate number of two or more such fines has been imposed on a TPEx primary listed company within the preceding one year period (inclusive of the current instance), then the penalty for the current instance becomes NT$50,000. If the circumstances of the violation, in the assessment of the TPEx, have a material effect on shareholder equity or the price of the securities, the TPEx may impose a maximum penalty of NT$1 million. The TPEx may also take the measures of imposing an altered trading method or suspend trading of the securities in accordance with Article 12 or Article 12-1 of Taipei Exchange Rules Governing Securities Trading on the TPEx.
    In addition to the measures set out in the preceding two paragraphs, the TPEx may also issue a letter requiring the TPEx primary listed company to submit to it measures to be taken for improvement, and may require it to engage a CPA or its lead recommending securities firm or lead securities underwriter to provide related supplementary explanations or an assessment opinion and submit them together to the TPEx by letter.
Article 18     These Operation Directions, and any amendments hereto, will enter into force after submission to and recordation by the competent authority.