Republic of China Gre Tai Securities Market
Regulations on the Use of Information on the
Operational Property Transaction Service Platform
Article I These Regulations are formulated for the administration of the Operational Property Transaction Service Platform (hereinafter called “the Platform”) of Gre Tai Securities Market (hereinafter called GTSM) and for the purpose of disclosure and use of information thereon.
Article II The terms used herein are defined as follows:
I. Operation Property: means intellectual property rights, technical teams, spun-off departments or companies to be acquired.
II. Seller: means local or foreign legal persons or natural persons intending to sell operational properties.
III. Buyer: means legal persons (including companies listed on the stock exchange, over-the-counter market or emerging stock market) or intermediaries (including securities dealers, accountants, lawyers, venture capitalists and financial consultants etc).
IV. Business Day: Refers to GTSM’s business days.
Article III The scope of service offered on the Platform includes providing relevant information on operational properties such as intellectual property rights, technical teams, spun-off departments, and foreign issuers intending to obtain registration on the Emerging Stock Counter or a primary OTC (exchange) listing in Taiwan.
Article IV Sellers applying to utilise the Platform to disclose information relating to the operational properties they intend to sell should complete the Application Form for Use of Transaction Service Platform by Seller of Operational Properties (Appendix 1) and shall submit the Application form with the necessary documents to GTSM.
A Seller who submits an application without the complete documents shall be required by GTSM to submit the missing documents within the required time period, failing which, the application shall be rejected.
Article V Before applying to use the Platform, the Seller shall appoint a lawyer to complete the Legal Matters Checklist for the informational content of the operational properties and to provide a legal opinion. Where necessary, GTSM may require the Seller to appoint an industry expert to provide an expert opinion, the cost of the appointment of which shall be borne by the Seller.
Article VI Where GTSM has approved a Seller’s use of the Platform, and after the Seller has signed the Contract on the Use of Transaction Service Platform by the Operational Property Seller (Appendix 2) and has entered information pertaining to the operational property intended for sale, GTSM disclose its information on the Platform upon giving consent.
Article VII After a Seller has disclosed the operational property’s information on the Platform, GTSM may choose to disclose the said information to companies listed on the stock exchange, over-the-counter market or emerging stock counter.
Article VIII GTSM shall enter into a Contract on the Use of Transaction Service Platform by the Operational Property Buyer (Appendix 3) with the Buyer upon the Buyer’s expression of intent to purchase the transaction object disclosed on the Platform and upon obtaining the Seller’s consent, and shall provide for the Buyer the Seller’s name, and the contact person’s name, address, telephone number and other information that the Seller is willing to provide.
Article IX During the acquisition or disposal of operational properties, a Buyer that is an OTC (listed) company, emerging stock counter company, or public listed company shall issue a public announcement in accordance with the regulations governing material information and the relevant regulations.
Article X The Buyer shall advise GTSM of the latest progress within two business days upon the occurrence of any event (the day of board of directors’ resolution or contract execution, or other relevant dates of material importance to the progress of the transaction).
Upon the completion of the transaction and transfer of the operational property, the Buyer shall report to GTSM within two business days upon such completion. GTSM shall stop disclosing the information on the Platform on the next business day after its acceptance of such report.
Depending on the seriousness of the violation, a Buyer who fails to promptly report the latest progress as required by the regulations may be prohibited by GSTM from using the relevant information on the Platform for six months.
Article XI Foreign issuers may complete the Information Release Application Form for Foreign Issuers Intending to Obtain Registration on the Emerging Stock Counter or a primary OTC (exchange) listing in Taiwan submit their applications to GTSM (Appendix 4) to disclose the relevant information on the Platform.
Article XII Where there is material change to the information provided by operational property Sellers or by foreign Issuers Intending to Obtain Registration on the Emerging Stock Counter or a primary OTC (exchange) listing in Taiwan, such Sellers or foreign issuers shall complete the Change of Information Application Form (Appendix 5) and apply to GTSM to update their information within two business days upon such change.
Where necessary, GTSM may require the Seller to provide a legal opinion upon its acceptance of the aforesaid application for change of information on operational properties, and shall update the information on the Platform upon its receipt of the complete application documents. Where information has already been provided for the Buyer prior to the updating of information, the Seller shall promptly notify the Buyer of the updated information.
A Seller applying to terminate disclosure of information on the Platform shall apply to GTSM for termination of disclosure on the next business day as of its completion and delivery of the Change of Information Application Form.
The period during which the Seller discloses information on the Platform shall not exceed one year, commencing on the date indicated on the Contract on the Use of Transaction Service Platform by the Operational Property Seller. GTSM may terminate disclosure of the Seller’s information on the Platform after one year.
Article XIII The respective parties disclosing the information shall be liable for any error, omission or inaccuracy of the information disclosed on the Platform.
Article XIV These Regulations shall be implemented upon the approval by the Chairman. The same applies to any amendment hereof. Any deletion or amendment of, or addition to the relevant appendices shall be implemented upon the General Manager’s approval.
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