Article 4
The term “material information of a TPEx listed company” means the following matters:
1. Dishonor of a negotiable instrument due to insufficient deposits and notation of settlement subsequent to dishonor of a negotiable instrument, refusal of 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 TPEx listed company or a responsible person, parent company, or subsidiary thereof, or a significant change in shareholding of the parent company, or, after dishonor of a negotiable instrument of a TPEx listed company due to insufficient deposits or refusal of a financial institution to honor a transaction of a TPEx listed company, any alteration of trading method, suspension of trading, or delisting of the stock thereof, and the status of any application to restore the original conditions.
2. Any material effect on company finances or business resulting from any litigious or non-litigious matter, administrative disposition, contentious administrative procedure, provisional attachment, provisional injunction, or compulsory execution, with respect to a TPEx listed company or a responsible person thereof; or violation of the provisions of the Securities and Exchange Act, the Futures Trading Act, the Company Act, the Banking Act, the Insurance Act, the Act Governing Bills Finance Business, the Financial Holding Company Act, or the Business Accounting Act by, or indictment for a crime of corruption, malfeasance in office, fraud, breach of trust, or misappropriation against, the Chairperson or a managerial officer of the company.
3. Any effect on company operations resulting from a serious decrease in production or a complete or partial suspension of work, leasing out the company’s plant or principal equipment, or a pledge or mortgage of all or a principal portion of a company’s assets.
4. Any event set forth in Article 185, paragraph 1 of the Company Act.
5. Reorganization or bankruptcy procedure of a TPEx 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, or any material change in any of the above matters.
6. Appointment (or election) of or change in chairman, general manager, a juristic-person director or supervisor or representative thereof, an independent director, a natural-person director or supervisor, or a member of the functional committee established pursuant to the Securities and Exchange Act, or change in one-third or more of directors, departure of all independent directors from office, or where in the case of a TPEx primary listed company there is no independent director with a registered household address in the Republic of China (ROC).
7. Change of certified public accountant (CPA) for any reason other than internal adjustments within the attesting accounting firm.
8. Any change in company personnel, including company spokesperson, acting spokesperson, important operations officer (e.g., chief executive officer, chief operations officer, chief marketing officer, or chief strategy officer, and any positions of equivalent rank) financial officer, accounting officer, research and development officer, or internal audit officer, or, in the case of a TPEx primary listed company, the litigious and non-litigious agent.
9. Change in accounting year, or any accounting change resolved upon by the board of directors that is required to be submitted for the competent authority’s approval and publicly announced and filed in accordance with the applicable regulations governing the preparation of financial reports adopted by the competent authority for the relevant industry, or any non-approval by the competent authority of any application made to the competent authority for an accounting change.
10. 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 a strategic alliance or other business cooperation, mutual non-competition commitment, or an important contract, change in any material respect of a business plan, completion of development of a new product, or successful development and formal entry into the mass production stage of a test product, or any major progress on the development of a new product or new technology.
11. Resolution by the board of directors to carry out a capital reduction, merger or consolidation, demerger, acquisition, exchange, conversion, or transfer of shares, dissolution, issue of new stock for capital increase, record date of capital reduction or cash capital increase, issue of corporate bonds, issue of employee stock option certificates, issue of restricted stock for employees, issue of other securities, private placement of securities, change of par value per share, participation in the establishment of or conversion into a financial holding company, investment holding company, or subsidiary thereof, or any material change in any of the above matters; failure by companies participating in a merger, consolidation, demerger, acquisition, or transfer of shares from another, to convene on the same day and pass resolutions by their boards of directors or shareholders meetings, or inability for any reason to convene a subsequent shareholders meeting of a company participating in a merger, consolidation, demerger, acquisition, or transfer of shares from others, or veto by either side of the proposal for merger, consolidation, demerger, acquisition, or transfer of shares from others; or resolution of the board of directors to cancel a merger or consolidation during the implementation of the merger or consolidation plan following the initial board resolution in favor of the merger or consolidation.
12. The date, time, and place for and the relevant financial and business information about a press conference, institutional investor conference, or other means by which the company issues public disclosure about financial and business information that has not been entered into the Market Observation Post System (MOPS), by a company.
13. Resolution by the board of directors to publish financial forecast information, inapplicability of such financial forecast information, or correction or updating of such financial forecast information, or a difference arising from any of the following circumstances, by a company that has published financial forecasts, is 20 percent or more, and the sum involved reaches NT$30 million and 0.5 percent of paid-in capital:
A. The difference between the self-assessed (unaudited) comprehensive income as publicly disclosed and filed within 1 month after the close of the fiscal year and the forecasted comprehensive income as most recently publicly disclosed and filed.
B. The difference between the actual comprehensive income stated in the publicly disclosed and filed annual financial report and the forecasted comprehensive income.
C. The difference between the actual comprehensive income stated in the publicly disclosed and filed annual financial report and the self-assessed (unaudited) comprehensive income as publicly disclosed and filed within 1 month after the close of the fiscal year.
In the case of shares having no par value or a par value other than NT$10, for the calculation of the aforesaid 0.5 percent of paid-in capital under the forepart of this paragraph, 0.25 percent of net worth shall be substituted.
14. Resolution by the board of directors to distribute or not to distribute dividends or a change in dividend distributions by a resolution of the board of directors or a shareholders meeting, or resolution of a record date for dividend distribution, or change of date of distribution of cash dividends after an ex-dividend announcement, or failure to distribute cash dividends by the date set for distribution of the cash dividends .
15. Resolution by the board of directors or a shareholders meeting to directly or indirectly carry out an investment plan of an amount not less than 20 percent of the company’s paid-in capital and NT$100 million, or any material change in any of the above matters. In the case of shares having no par value or a par value other than NT$10, for the calculation of the aforesaid 20 percent of paid-in capital, 10 percent of net worth shall be substituted.
16. A change by resolution of the board of directors in a plan for capital increase by cash or offering of corporate bonds after such plan has become effective upon registration, or such change in a plan for private placement of securities after passage by the board of directors or a shareholders meeting.
17. Resolution of the board of directors on the date for convening a regular shareholders meeting or special shareholders meeting, the cause or subjects of such a meeting, or the date of suspension of changes to entries in the shareholders’ register.
18. Important resolution of a regular shareholders meeting or special shareholders meeting.
19. Occurrence of a significant event of internal control-related fraud, non arms-length transaction, or defalcation of company assets.
20. Where any of the following provisions is met:
A. A TPEx listed company, or a subsidiary whose shares have not been publicly issued domestically, acquires or disposes of assets within the scope of Article 3 of the Regulations Governing Acquisition or Disposal of Assets by Public Companies adopted by the Competent Authority, and under the circumstances of Article 30 or 31 of those Regulations that require public disclosure and filing, provided that this condition will not apply to the following:
a. The company has carried out a merger, consolidation, demerger, acquisition, or transfer of shares from another pursuant to subparagraph 11 of this paragraph.
b. The company has publicly announced the acquisition or disposal of privately placed securities pursuant to subparagraph 24 of this paragraph.
c. The information is information on derivatives trading that is to be filed by the 10th of each month.
d. The assets acquired or disposed of are open-ended funds of any kind.
B. Where any unrealized losses on derivatives trading by a TPEx listed company amount to 3 percent or more of its net worth.
21. Resolution by the board of directors (or a shareholders meeting) to permit a managerial officer (or a director) to engage in competitive conduct, or knowledge by a company that a managerial officer is operating business of the same kind independently or on behalf of another, or that a director is engaging in an activity within the company’s scope of business independently or on behalf of another, where the investment or business activity that the managerial officer or director engaged in is a Mainland-area enterprise, and where there has been any failure to duly obtain permission from the board of directors (or a shareholders meeting), or any material change in any of the above matters.
22. Any endorsements or guarantees that the TPEx listed company is required to publicly disclose and file under Article 25 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
23. Any monetary loans to other persons that the TPEx listed company is required to publicly disclose and file under Article 22 of the Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies.
24. Acquisition or disposal of privately placed securities by a TPEx listed company or a subsidiary thereof.
25. Suspension of business transactions between a TPEx listed company and a principal purchaser or supplier, where such purchaser or supplier accounted for 10 percent or more of the company’s total amount of sales or purchases as stated in the parent company only (or individual) financial report for the most recent fiscal year.
26. Occurrence of a disaster, group protest, strike, environmental pollution event, or any other material event, leading to any of the following situations:
A. where the company incurs a material loss;
B. where a relevant authority orders suspension of work, suspension of business, termination of business, or revokes or voids a permit related to the pollution;
C. where administrative fines cumulatively reach NT$1 million or more for a single event.
27. Finalization of negotiation results of a negotiation meeting called between the company and a creditor bank.
28. Dishonor of a negotiable instrument, filing for bankruptcy or reorganization, or any other similar circumstance, with respect to a related party of a company, or to a principal debtor of the company or a joint and several guarantor of a principal debtor; or inability by a principal debtor, in favor of whom the company has made an endorsement or guarantee, to settle a matured negotiable instrument, loan, or other obligation.
29. Any re-filing and public disclosure of the regular annually filed internal control system statement of a TPEx listed company due to any change in the content thereof; or obtaining of the Internal Control Special Audit Report for a special audit of internal controls conducted by a CPA.
30. Failure by a TPEx listed company to make a public disclosure or a regulatory filing within a prescribed time limit; an error or omission in a financial report prepared by a TPEx listed company, with respect to which Article 6 of the Enforcement Rules to the Securities and Exchange Act requires a correction to and further a restatement of the financial report; a CPA issues an audit report containing an opinion other than an unqualified opinion, or a review report containing a conclusion other than an unqualified conclusion, on a publicly disclosed and filed financial report, except in cases where the CPA issues an audit report with a qualified opinion or review report with a qualified conclusion for the reason of annual amortization of losses, as permitted by a law or regulation, or for the reason that the amount of investment by a non-major subsidiary or of investment accounted for using the equity method, and the gain or loss thereupon, as presented in the interim financial report is calculated on the basis of the investee company’s financial report that have not been audited or reviewed by a CPA. However, if the above-mentioned non-major subsidiary is a subsidiary of a financial holding company, the subsidiary’s interim financial report shall be audited or reviewed by a CPA in accordance with applicable laws and regulations.
31. (Deleted)
32. Insufficient centralized custody ratio after a TPEx listed company has placed stocks in centralized custody pursuant to regulations and prior to expiry of the custody period, as the result of withdrawal of any such stock, due to a court execution order or some other reason.
33. Occurrence of any of the changes in shareholding set forth in Article 369-8, paragraphs 1 and 2 of Taiwan’s Company Act and receipt of notice of the same.
34. A provisional injunction ruling or emergency disposition suspending one of the directors or supervisors from the exercise of powers, or a provisional injunction ruling or emergency disposition suspending a director from the exercise of powers, making it impossible for the board of directors to exercise its powers.
35. Any matter required to be publicly disclosed and filed by the Regulations Governing Share Repurchase by TWSE Listed and TPEx Listed Companies.
36. Occurrence of any of the following matters to the TPEx listed company due to capital reduction or change of par value per share:
A. Completion of capital amendment registration.
B. Passage of a plan for share replacement operations.
C. Any subsequent failure to execute such share replacement plan.
D. At the time of announcement of the financial report, the listing procedures for the new shares replacing the old ones due to the capital reduction or change of par value per share have yet to be completed, resulting in a discrepancy between the number of common shares used as the calculation basis for net worth per share in the financial statement and the number of outstanding shares.
E. If the TPEx listed company is required to carry out share replacement operations due to a capital reduction, and the transferee company of the demerger is neither a TWSE listed nor a TPEx listed company, then 3 business days before the date on which trading resumes, public disclosure and filing shall be made of the following information for the demerged company and the transferee company of the demerger for the day prior to the record date of the demerger: the unaudited or CPA-reviewed share capital, net worth, and net worth per share, and the CPA-attested (or reviewed) earnings per share for the most recent period.
37. Issuance of an undertaking by a company applying for TPEx listing for the first time and subsequent inability to perform the undertaking; failure to carry out remedial procedures within 3 months after the day of the aforesaid occurrence.
38. Any matter required to be publicly disclosed and filed pursuant to the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company.
39. A financial holding company or a TPEx listed company that is a banking enterprise, securities enterprise, futures enterprise, or insurance enterprise as defined in Article 2 of the Organic Act Governing the Establishment of the Financial Supervisory Commission has had its authorization revoked by the competent authority or has had disciplinary measures imposed by the competent authority for violation of relevant provisions of the Financial Holding Company Act, Banking Act, Insurance Act, Act Governing Bills Finance Business, or securities or futures-related regulations, or administrative fines cumulatively reaching NT$1 million or more for a single event, provided that this rule does not apply if the disciplinary action is a corrective action or requirement of improvement within a prescribed period of time, which does not materially affect the company’s finances or business.
40. Any of the circumstances set out in Article 12-1, paragraph 1, subparagraph 17 of the TPEx Rules Governing Securities Trading on the TPEx (the “TPEx Trading Rules”), and the TPEx has announced suspension of trading of the company’s TPEx listed securities, or the TPEx has announced the halt or resumption of trading of the company’s TPEx listed securities according to these Procedures.
41. Increase or decrease in the number of companies held by an investment holding company.
42. Resolution by the board of directors or a shareholders meeting of a TPEx listed company to apply for termination of TPEx trading of its securities, or any material change in such a matter.
43. Procedures for a donation to a related party or a major donation to a non-related party pursuant to the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
44. Any expression of objection or reservation,  by a member of the audit committee or the Remuneration Committee about a resolution by such committee meeting, or by an independent director about a resolution by the board of directors, of which there is a record or a written statement; if the TPEx listed company has established an audit committee, any matter that is adopted with the approval of two-thirds or more of all directors without having been passed by the audit committee; any remuneration passed by the board of directors that is more favorable than that recommended by the Remuneration Committee.
45. Forfeiture by the directors and supervisors as a whole of subscription rights to shares in a number reaching one-half or more of subscribable shares upon cash capital increase of a TPEx listed company, and opening of the shares for subscription by a specific person or persons through negotiation.
46. Where a TPEx listed company holds more than 70 percent of the total issued shares or total share capital of a TWSE listed (or TPEx listed) subsidiary thereof; or where 70 percent of the total issued shares or total share capital of a TPEx listed company is held by another TWSE listed (or TPEx listed) company.
47. Withdrawal by a TPEx listed company on its own initiative for any reason an application it has submitted for conversion of its stock to listed trading.
48. If a TPEx listed company issues securities overseas, the making of any adjustment for differences in the overseas financial report due to inconsistency in the accounting principles applied in the two places with respect to financial information filed for any period in the place of overseas listing; or if the financial report of a TPEx primary listed company is not prepared according to the generally accepted accounting principles (GAAP) endorsed by the competent authority, the differences in items between the accounting principles employed and the GAAP and the monetary amounts affected thereby, and the attesting CPA’s opinions on the above-mentioned items.
49. Any of the circumstances set out in Article 15-26 of the TPEx Trading Rules.
50. The TPEx listed company has failed to prepare the annual report in accordance with the provisions of the Regulations Governing Information to be Published in Annual Reports of Public Companies, and has been requested by a letter of the TPEx to make supplementations or corrections.
51. The TPEx listed company is reducing the percentage of its direct or indirect shareholding in (or capital contribution to) a major subsidiary, and within 3 years the cumulative reduction will reach 10 percent or more or the TPEx listed company will lose its control over the subsidiary, as set out in Article 8-1 of the TPEx Trading Rules.
52. A major subsidiary of the TPEx listed company will apply for listing for trading on an overseas securities market as set out in Article 8-2 of the TPEx Trading Rules, and any of the following circumstances occurs:
A. It submits an application to be listed for trading.
B. It learns the results of the review of the application under the preceding item.
53. Any other major policy resolution of the board of directors or other matter having a material effect on the shareholders’ equity or securities prices of a TPEx listed company.
If dishonor of negotiable instruments due to insufficient deposits referred to in subparagraph 1 of the preceding paragraph has occurred, the date of dishonor, number, monetary amount, and correspondent bank(s) of any dishonored negotiable instrument(s) not yet notated as settled as of the end of the preceding month, cash budget statement for the current month, and status of execution of the cash budget statement for the preceding month shall be input by the tenth day of each month until remediation has been carried out. If there is inability to redeem an issued matured bond, the monetary amount and quantity unredeemed and status of negotiations with creditors as of the end of the preceding month, cash budget statement for the current month, and status of execution of the cash budget statement for the preceding month shall be input by the tenth day of each month until redemption has been completed in full.
With respect to a resolution by the board of directors to carry out a merger or consolidation, demerger, acquisition, or transfer of shares as referred to in paragraph 1, subparagraph 11, if the counterparty is a foreign company, the TPEx listed company shall promptly, completely, and accurately input information related to the resolution for, process of, and method of the merger or consolidation, acquisition, or transfer of shares, of the foreign business.
Under the circumstances in paragraph 1, subparagraph 32, the TPEx listed company shall, by the day next following the expiry of the time limit of which the company is notified by letter of the TPEx for replacing shares withdrawn from custody, input the amount of shares replaced and date of replacement.
The provisions of this Article that are applicable to TPEx listed companies shall apply mutatis mutandis to TPEx primary listed companies.