| Article 3 |
Periodically disclosed information that OTC stock companies are required to report to the GreTai 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. Any OTC company that has issued securities overseas shall also simultaneously report the English language version of its cash flow statement.
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. Any OTC company that has issued securities overseas shall simultaneously report the English language version of its statement of changes in shareholders' equity.
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. In addition, an OTC company shall report the above-specified information on behalf of its major subsidiary(ies), and together therewith shall disclose the respective monetary amounts and ratios of sales between the OTC company and its major subsidiary(ies). 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; if the company has already published its financial forecast for the current fiscal year, it shall report the above-specified information not yet audited by a CPA within one month from the close of the fiscal year; if the difference between the profit/loss on investment recognized in the publicly announced and reported annual financial report and the information not yet audited by a CPA reaches 20 percent or more and is of an amount of not less than NT$30 million and 0.5 percent of paid-in capital, it shall report the monetary amount of the difference and the reason; 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. For issues of domestic corporate bonds (including convertible corporate bonds and corporate bonds with warrants), a report shall be made within 10 days of the close of each month of any changes during the preceding month. For issues of overseas stocks, depositary receipts, or corporate bonds (including convertible corporate bonds and corporate bonds with warrants), a report shall be made by the 20th day of each month of any changes up to the 15th day of that current month, and an additional report shall also be made within 5 days from the
close of each month of any changes up to the end of the preceding month.
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; in addition, if the company has already published its financial forecast for the current fiscal year, it shall report the above-specified information not yet audited by a CPA within one month from the close of the fiscal year; if the difference between the profit/loss on investment recognized in the publicly announced and reported annual financial report and the information not yet audited by a CPA reaches 20 percent or more and is of an amount of not less than NT$30 million and 0.5 percent of paid-in capital, it shall report the monetary amount of the difference and the reason; 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.
19. Information on the main current positions and main experience of any independent directors and independent supervisors of the OTC company, and whether they serve as a director or supervisor in any other company(ies), and the board meeting attendance and continuing education record of all directors and supervisors: by the 15th day of each month, report the information on any changes for the preceding month.
20. Any OTC stock company that issues securities domestically or overseas shall report its Declaration of Conversion of Domestic (Overseas) Securities Conversion: report the information for the preceding month by the fifth day of each month.
Non-periodically disclosed information that OTC stock companies are required to report to the GreTai 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 GreTai 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 GreTai 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 GreTai Securities Market 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 overseas Chinese and foreign investment and shareholding: input at the time of (1) distribution of shares for capital increase, (2) private placement or public issuance of overseas depositary receipts (including new and old shares), overseas convertible bonds, and securities with warrants or overseas stock, (3) capital reduction, (4) merger or consolidation, (5) public tender offer, (6) issuance of employee bonus shares, transfer of treasury stock, or issuance of subscription warrants to foreign employees by an OTC company, (7) initial OTC listing or OTC listing upon conversion into a newly incorporated company, (8) holding of a regular shareholders meeting; the deadlines for reporting of each item shall be as prescribed under the reporting procedures for overseas Chinese and foreign investment and shareholdings.
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.
13. Explanatory chart of changes in major subsidiaries: the reason for the change shall be input within two days from the actual date of the change and the chart and related evidentiary documents shall be submitted in a report to the GreTai within five days.
14. Financial or business information disclosed in an investor/press conference: shall be input after the conference, on the same day it is held.
The term "major subsidiary" in the preceding paragraph means any and all subsidiary(ies) of the OTC company as defined according to generally accepted accounting principles to which any of the following circumstances has applied in each of the most recent two fiscal years (with the information being based on the annual financial reports audited and attested by a certified public accountant):
(1) Where 30 percent or more of the OTC company's operating revenue is derived from the single subsidiary.
(2) Where 50 percent or more of the OTC company's major materials or major commodities, in terms of its quantities or total dollar purchase amounts thereof, is derived from the single subsidiary.
(3) Where 50 percent or more of the OTC company's total output value (including from self-production, contracting, and outsourcing) is derived from the single subsidiary.
(4) Where the OTC company's dollar amount of original investment in the single subsidiary reaches 50 percent of the OTC company's paid-in capital and also NT$100 million or more.
(5) Where the aggregate dollar amount of the OTC company's monetary loans and guarantees and endorsements to the single subsidiary reaches 50 percent of its net worth and also NT$100 million or more.
(6) Where a single subsidiary's profit/(loss) before tax accounts for 50 percent of the OTC company's profit/(loss) before tax on its consolidated financial statements and also NT$100 million or more.
In addition to complying with the provisions of the preceding three 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.
An OTC company shall not convene an investor/press conference during trading hours; relevant information shall furthermore not be disclosed to any specific person(s) prior to convening of the conference, and relevant conference content shall be input into the Internet information reporting system designated by the GreTai on the date of the conference.Periodically disclosed information that OTC stock companies are required to report to the GreTai 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. Any OTC company that has issued securities overseas shall also simultaneously report the English language version of its cash flow statement.
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. Any OTC company that has issued securities overseas shall simultaneously report the English language version of its statement of changes in shareholders' equity.
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. In addition, an OTC company shall report the above-specified information on behalf of its major subsidiary(ies), and together therewith shall disclose the respective monetary amounts and ratios of sales between the OTC company and its major subsidiary(ies). 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; if the company has already published its financial forecast for the current fiscal year, it shall report the above-specified inform |