| Article 3 |
Periodically disclosed information that OTC stock companies are required to report to the ROSE and the deadlines for reporting the information are as follows:
1. Balance sheet, income statement, cash flow statement, and matters disclosed in the notes to the financial statements (related party transactions, loans of funds, endorsements and guarantees, and acquisition or disposal of real property): the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; the deadline for data for the first and third quarters is one month from the end of the quarter; shipping enterprises are exempted from the requirement to input data for the first and third quarters.
2. Statement of changes in shareholders’ equity: the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester.
3. Audit or review report prepared by the certified public account (CPA) and name of the CPA: a CPA audit report and name of the certifying CPA shall be input for the fiscal year and the fiscal semester; the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; a CPA review report and name of the certifying CPA shall be input for the first and third quarters, and the deadline shall be one month from the end of the quarter; shipping enterprises are exempted from the requirement to input data for the first and third quarters.
4. Table of business volume, balances of endorsements, guarantees, and loans of funds, and operating revenues of all goods and business: by the 10th day of each calendar month, report the information for the preceding month; however, shipping enterprises may postpone reporting until no later than the end of the month; finance enterprises with foreign branches may postpone reporting until no later than the 15th day of each calendar month; if a portion of the monetary amount of operating revenue reported by a shipping enterprise or finance enterprise is an estimate, a note shall be provided stating the percentage of the operating revenue that is estimated and the method of estimation; if the results of the actual accounting of operating revenue differ from the publicly announced figure, the actual and originally announced figures shall be announced at the time of the reporting of the operating figures for the subsequent month along with the figures for that month, and if the discrepancy between the actual and originally announced figures amounts to 3 percent or more, the reason for the discrepancy shall also be reported.
5. Table of limit amounts and itemized details of endorsements and guarantees and financing data: the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; the deadline for data for the first and third quarters is one month from the end of the quarter; shipping enterprises are exempted from the requirement to input data for the first and third quarters.
6. Explanation of any significant change in financial ratios, financial analysis data: the deadline is four months from the close of each fiscal year.
7. Any OTC stock company that has invested in the mainland China area shall report mainland China area investment information: the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; the deadline for data for the first and third quarters is one month from the end of the quarter; shipping enterprises are exempted from the requirement to input data for the first and third quarters.
8. Any OTC stock company that has obtained effective registration or applied and obtained approval for a plan for cash capital increase or issue of corporate bonds, overseas depositary receipts, overseas corporate bonds, or overseas stock shall report quarterly fund utilization statements: (1) the statements shall be input within 10 days from the end of each quarter; (2) information on any changes by resolution of the board of directors shall be input within two days.
9. Data on any changes in internal personnel shareholding or creation or release of pledges thereupon: by the 15th day of each month the company shall report information on any changes in shareholding during the previous month. The company shall report creation or release of any pledge of shareholding of any personnel referred to in this subparagraph within five days after such creation or release.
10. Any OTC stock company that has invested in an overseas subsidiary(ies) shall report overseas subsidiary investment information: the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; the deadline for data for the first and third quarters is one month from the end of the quarter; shipping enterprises are exempted from the requirement to input data for the first and third quarters.
11. Information on acquisition or disposal of assets by the OTC company and subsidiaries thereof: by the 15th day of each month the company shall report the information for the preceding month.
12. Relevant information on the OTC company and the corporate group to which it belongs: the company shall report this information by the deadline for submission via mail of each quarterly financial report; information on any increases, decreases, or other changes in the company’s affiliated enterprises shall be input within two days of the change.
13. Basic information, operations overview, and organizational chart of the OTC company and affiliated enterprises thereof: report within four months after the close of the fiscal year.
14. Consolidated balance sheet and consolidated income statement of affiliates of the OTC company and CPA check report: report within four months of the close of the fiscal year.
15. Table of maximum number of shares and monetary amount thereof that the OTC company can buy back: input within one day from the deadline for reporting each quarterly financial report; shipping enterprises that are exempted from preparing financial reports for the first and third quarters are requested to input the data from the financial report for the most recent period duly reviewed by a CPA.
16. Information on derivatives trading engaged in by the OTC company and subsidiaries thereof: by the 10th day of each calendar month, report the information for the preceding month.
17. Any OTC stock company that issues employee stock option certificates shall report: (1) information on executed and unexecuted employee stock option certificates for the preceding fiscal year; (2) names, stock option certificates acquired, and subscription status of managerial officers and department or branch institution supervisors who obtained stock option certificates the preceding fiscal year; (3) apart from the personnel in item [(2)], for personnel who rank among the top ten in terms of the number of shares to which they have subscription rights through employee stock option certificates acquired during the preceding fiscal year, and whose total such subscription rights are NT$30 million or more, the names of the personnel and their total number of shares subscribable through stock option certificates acquired during the preceding fiscal year, cumulative number of shares subscribable through options, and number of shares already subscribed through options: report within 15 days of the close of each fiscal year; (4) status of subscription of stock option certificates by managers and by department and branch office chiefs: report the information for the preceding quarter within 10 days from the close of each quarter
18. Where any director, supervisor, or major shareholder holding 10 percent or more of an OTC company is a juristic person, information on the directors, supervisors, and major shareholders holding 10 percent or more of such juristic person: report the information on any changes by 31 July of each year.
Non-periodically disclosed information that OTC stock companies are required to report to the ROSE and the deadlines for reporting the information are as follows :
1. Financial forecast information: announcement and reporting obligations are the same as are set forth in the Criteria Governing the Public Disclosure of Financial Forecast Information by Public Companies promulgated by official letter of the Competent Authority.
2. Announcement and reporting of the date of the regular shareholders’ meeting: shall be reported by submission of the information to the ROSE at least 12 trading days before the date of prohibition of share transfer, and shall be input within two days after reporting.
3. Dividend distributions for the current fiscal year: input before the opening of trading hours on the business day next following, [respectively], the passage of the proposal by the board of directors and ratification by the shareholders' meeting.
4. Announcement and reporting of the record date fixed by the company for distribution of dividends, bonuses or other benefits: shall be reported by submission of the information to the ROSE at least 12 trading days before the date of suspension of changes to the shareholders’ roster, and shall be input within two days after reporting.
5. Capital formation process of the OTC company: input within one day from completion of capitalization amendment registration.
6. Issues of corporate bonds (including convertible corporate bonds): relevant information shall be input within one day from approval by the competent authority.
7. Material information falling within the scope of the provisions of the ROC Over-the-Counter Stock Exchange Procedures for Verification and Disclosure of Material Information of OTC companies shall be input by the deadlines set forth in those Procedures.
8. Table of investment and shareholding by overseas Chinese and foreign persons: input at the time of initial OTC listing or when shares of an OTC company go ex rights for capital increase or capital reduction.
9. Information on changes in convertible corporate bonds and certificates carrying rights to convert bonds of the OTC company into shares: input at the time of initial OTC listing of the convertible corporate bonds, going ex rights, adjustment of the conversion price, and termination of OTC listing of certificates carrying rights to convert bonds of the OTC company into shares.
10. Information on resolutions of the board of directors to buy back company shares, each time the cumulative quantity of shares bought back reaches 2 percent of the issued shares or each time the cumulative monetary amount reaches NT$300 million, expiration of the buyback period (or completion of execution), and carrying out of cancellation (conversion) of shares: input within two days after the reporting date.
11. Table of shareholding dispersion of the OTC company: input within 20 days from the regular shareholders’ meeting or special shareholders’ meeting.
12. Issuance of employee stock option certificates: basic information shall be input within one day from approval by the competent authority; information such as the total number of shares for which they are issued, and information such as the names of managers and department and branch office chiefs who have obtained stock option certificates, and the stock option certificates obtained thereby, shall be input within one day from issuance; itemized information such as the status of subscription shall be input within one day from subscription by stock option holders.
In addition to complying with the provisions of the preceding two paragraphs, an OTC stock company shall also comply with the provisions of the Guidelines for Internet Reporting of Disclosed Information of Public Companies. An OTC company that is an investment holding company or financial holding company shall also compile and report the relevant information on behalf of its held companies and subsidiaries.
An OTC company that is a subsidiary of a parent company shall report the periodically disclosed information set forth in Subparagraphs 4, 8, and 9 of Paragraph 1 on behalf of its non-listed, non-OTC-listed parent. If the parent company is a foreign company, the information to be reported shall be the same as required for a foreign company issuing Taiwan depositary receipts and the depositary bank therefor, and shall be reported by the OTC company on behalf of the parent.Periodically disclosed information that OTC stock companies are required to report to the ROSE and the deadlines for reporting the information are as follows:
1. Balance sheet, income statement, cash flow statement, and matters disclosed in the notes to the financial statements (related party transactions, loans of funds, endorsements and guarantees, and acquisition or disposal of real property): the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; the deadline for data for the first and third quarters is one month from the end of the quarter; shipping enterprises are exempted from the requirement to input data for the first and third quarters.
2. Statement of changes in shareholders’ equity: the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester.
3. Audit or review report prepared by the certified public account (CPA) and name of the CPA: a CPA audit report and name of the certifying CPA shall be input for the fiscal year and the fiscal semester; the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; a CPA review report and name of the certifying CPA shall be input for the first and third quarters, and the deadline shall be one month from the end of the quarter; shipping enterprises are exempted from the requirement to input data for the first and third quarters.
4. Table of business volume, balances of endorsements, guarantees, and loans of funds, and operating revenues of all goods and business: by the 10th day of each calendar month, report the information for the preceding month; however, shipping enterprises may postpone reporting until no later than the end of the month; finance enterprises with foreign branches may postpone reporting until no later than the 15th day of each calendar month; if a portion of the monetary amount of operating revenue reported by a shipping enterprise or finance enterprise is an estimate, a note shall be provided stating the percentage of the operating revenue that is estimated and the method of estimation; if the results of the actual accounting of operating revenue differ from the publicly announced figure, the actual and originally announced figures shall be announced at the time of the reporting of the operating figures for the subsequent month along with the figures for that month, and if the discrepancy between the actual and originally announced figures amounts to 3 percent or more, the reason for the discrepancy shall also be reported.
5. Table of limit amounts and itemized details of endorsements and guarantees and financing data: the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; the deadline for data for the first and third quarters is one month from the end of the quarter; shipping enterprises are exempted from the requirement to input data for the first and third quarters.
6. Explanation of any significant change in financial ratios, financial analysis data: the deadline is four months from the close of each fiscal year.
7. Any OTC stock company that has invested in the mainland China area shall report mainland China area investment information: the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; the deadline for data for the first and third quarters is one month from the end of the quarter; shipping enterprises are exempted from the requirement to input data for the first and third quarters.
8. Any OTC stock company that has obtained effective registration or applied and obtained approval for a plan for cash capital increase or issue of corporate bonds, overse |