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Enforcement Letter

 
Organisation: Financial Supervisory Commission
Issue No.: Financial-Supervisory-Securities-Corporate-1080361188 
Issue Date: 2020/01/13
Content:     Order of the Financial Supervisory Commission
    Issue date: 13 January 2020
    Issue no: Financial-Supervisory-Securities-Corporate-1080361188

  1. For the matters that a public company is required to publicly announce or report under the laws and regulations as listed below, the company shall report and transmit the relevant information to the Market Observation Post System website (URL: ):
    1. Shareholding information: Articles 22-2 and 25 of the Securities and Exchange Act; the Regulations Governing the Declaration of Acquisition of Shares in Accordance with Article 43-1, Paragraph 1 of the Securities and Exchange Act; and the Regulations Governing Public Tender Offers for Securities of Public Companies.
    2. Treasury stock: the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies.
    3. Financial information and internal control: Article 36 of the Securities and Exchange Act; Articles 5 and 7 of the Securities and Exchange Act Enforcement Rules; the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies; the Regulations Governing Establishment of Internal Control Systems by Public Companies; the Regulations Governing the Qualification Requirements and Professional Development of Principal Accounting Officers of Issuers, Securities Firms, and Securities Exchanges; the Regulations Governing the Publication of Financial Forecasts of Public Companies; and the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
    4. Public offering and issuance and private placement: Article 43-6 of the Securities and Exchange Act; the Regulations Governing the Offering and Issuance of Securities by Securities Issuers; the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers; the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers; the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses; the Regulations Governing Information to be Published in Financial Institution Prospectuses for Offering and Issuance of Securities; the Directions for Public Companies Conducting Private Placements of Securities; and the Regulations Governing Information to be Published in Annual Reports of Public Companies.
    5. Corporate governance: the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies; the Regulations Governing Procedure for Board of Directors Meetings of Public Companies; and the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.
    6. Business mergers and acquisitions: Article 7 of the Business Mergers and Acquisitions Act and Article 7 of the Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition.
  2. After a public company has reported and transmitted the relevant information under the provisions of the preceding point, it will be deemed to have duly completed public announcement and reporting, except with respect to the items listed below, which shall additionally be reported to the Financial Supervisory Commission (FSC) in writing:
    1. Treasury stock reporting procedures: the matters required to be reported under Articles 2, 4, and 5 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies.
    2. Public tender offer reporting procedures: the matters required to be reported under Articles 7, 9, 10, 14, 17, 18, 19, and 22 of the Regulations Governing Public Tender Offers for Securities of Public Companies.
    3. Share acquisition reporting procedures: the matters required to be reported under Articles 6 and 7 of the Regulations Governing the Declaration of Acquisition of Shares in Accordance with Article 43-1, Paragraph 1 of the Securities and Exchange Act.
    4. Financial reports (including the Q1, Q2, Q3, and annual reports) and financial forecasts.
  3. For matters that a public company is to publicly announce by the means under Article 28 of the Company Act, the company may report and transmit the relevant information to the Market Observation Post System website, and after the transmission is complete, it will be deemed to have duly completed public announcement.
  4. This Order is effective from this day forward. FSC Order No. Financial-Supervisory-Corporate-10400293346 issued on 6 August 2015 is repealed from this day forward.

    Originals: To be posted on the public notice boards of the FSC and the Securities and Futures Bureau of the FSC
    Copies: Legal Affairs Committee, Executive Yuan; FSC (Department of Legal Affairs); FSC (Department of Information Management); FSC Financial Examination Bureau; Taiwan Stock Exchange Corporation; Taipei Exchange; Securities & Futures Institute; Accounting Research and Development Foundation; Taiwan Securities Association; Lex Data Information Inc.; Root International Information Co., Ltd.