SECCION: 302 BASE GRANULAR Descripción

7.1 Ad hoc reports refer to the announcements made by a listed company other than the periodic reports.

Where the contents of the ad hoc report relate to the material matters as set forth in Chapters VIII, IX, X and XI of these Rules, disclosure of such ad hoc report and deliberation thereof shall comply with the relevant provisions in the aforesaid Chapters as well as the provisions in this Chapter.

Ad hoc reports shall be issued by the board of directors with the seal of the listed company or of the board of directors affixed thereto (announcements of the resolutions of the board of supervisors may be issued with the seal of the board of supervisors affixed thereto).

7.2 A listed company shall file with the Exchange and disclose its ad hoc reports in a timely manner. The relevant documents attached to the ad hoc reports shall be disclosed on the Exchange’s website simultaneously.

7.3 A listed company shall disclose relevant material matters in a timely manner when any of the following circumstances, whichever first, arises:

(1) when its board of directors or board of supervisors reaches a resolution on the material matter;

(2) when the relevant parties enter into a letter of intent or an agreement on the material matter (whether or not an additional condition or time limit is imposed); or

(3) when a director, supervisor or senior officer becomes aware of or should have been aware of the material matter.

7.4 If any of the following circumstances arises before any material matter that is still in the planning stage comes to the point as enumerated in Section 7.3 hereof, the listed company shall disclose relevant planning details and existing facts in a timely manner:

(1) it is difficult to keep the material matter confidential;

(2) the material matter is leaked or a rumor relating to the material matter is circulating on the market; or

(3) there is unusual movement in the prices of the company’s stocks and derivatives thereon.

7.5 After a listed company discloses its ad hoc report pursuant to the provisions in Sections 7.3 and 7.4 hereof, it shall disclose the progress of the material matter on an on-going basis pursuant to the following provisions:

(1) where the board of directors, the board of supervisors or the shareholders’ general meeting reaches a resolution on the material matter, it shall disclose the resolution in a timely manner;

(2) where the company enters into a letter of intent or an agreement with relevant parties on the material matter, it shall disclose the main contents of the letter of intent or the agreement in a timely manner. In the case of any material changes in the aforesaid letter of intent or agreement or in the performance thereof or in the case of rescission or termination thereof, it shall disclose the particulars of and the reasons for such changes, rescission or termination in a timely manner;

(3) where the material matter is approved or disapproved by relevant competent authority, it shall disclose such approval or disapproval in a timely manner; (4) where a late payment occurs in relation to the material matter, it shall disclose the

reason for the late payment and its payment arrangement in a timely manner; (5) where the major subject matter involved in the material matter is yet to be

delivered or transferred, it shall disclose particulars of delivery or transfer in a timely manner; in case that, three months later than the agreed time limit, the delivery or transfer is still yet to be completed, it shall, in a timely manner, disclose the reason for the default on timely delivery or transfer, the progress of delivery or transfer and the estimated time of completing delivery or transfer, and moreover, announce the progress once every thirty days until the completion thereof;

(6) where the material matter makes a progress or development that would have a significant impact on the prices of the company’s stocks and derivatives thereon, it shall disclose such progress or development in a timely manner.

7.6 Where the ad hoc report filed by a listed company pursuant to the provisions in Sections 7.3 or 7.4 hereof fails to meet the requirements of these Rules, the company shall publish a preannouncement explaining the reason therefor and pledge to make an announcement in compliance with applicable requirements within two trading days.

7.7 Any material matter as set forth in Chapters IX, X and XI of these Rules that occurs to any wholly controlled subsidiary of a listed company shall be deemed as a material matter occurring to the listed company itself and shall be governed by the provisions in the aforesaid Chapters accordingly.

Where a material matter as set forth in Chapters IX and XI of these Rules occurs to a company in which a listed company has an equity interest, or, a company in which a listed company has an equity interest conducts any transaction as set forth in Section 10.1.1 of these Rules with related parties of the listed company, which would have a significant impact on the prices of the listed company’s stocks and derivatives thereon, the listed company shall fulfill its obligations of information disclosure by reference to the provisions in the foregoing Chapters.

Chapter VIII Resolutions of Board of Directors, Board of Supervisors