| Article 3 |
Regularly published information that OTC stock companies are required to report to the GreTai and the deadlines for reporting the information are as follows:
1. Individual and consolidated balance sheet, income statement, cash flow statement, statement of changes in shareholders' equity, CPA audit or review report, name of CPA 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. However, if the consolidated financial report for the semi-annual data or for the first or third quarter data cannot be reported within 2 months from the close of the fiscal half year, or within 1 month from the end of the first or third quarter, respectively, it shall be reported with a supplementary public announcement within 75 days from the close of the fiscal half year, or within 45 days from
the end of the first or third quarter, as the case may be. Any OTC company that has issued securities outside of Taiwan shall also simultaneously report the English language version of its cash flow statement, statement of changes in shareholders' equity, CPA audit or review report, and name of the CPA (the English name registered on the passport).
2. (Deleted)
3. (Deleted)
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 loans of funds and endorsements and guarantees: by the 10th day of each month, report the information for the preceding month.
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 filed 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 the capital stock stated on the financial report, 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 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, corporate bonds with warrants, and exchangeable corporate bonds), 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, corporate bonds with warrants, and exchangeable corporate bonds), 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.
Financial information required to be reported by issuers of corporate bonds: (1) during the duration of the corporate bonds from the issue date to the maturity date, the unaudited figures for the preceding quarter shall be input within 10 days from the end of each quarter, and the actual figures shall be input at the same time as the CPA-audited or CPA-reviewed financial report is input; (2) during the duration of the corporate bonds in the period of one year before the maturity date or the date that creditors may request redemption, the unaudited figures for the preceding month shall additionally be input by the 10th day of each month.
An issuer of corporate bonds, during the duration of the corporate bonds in the period of six months before the maturity date or the date that creditors may request redemption, shall input by the 10th day of each month the source(s), and specific explanations thereof, of the redemption funds raised and kept in custody for redemption of the corporate bonds as required to be filed under Article 248, paragraph 1, subparagraph 5 of the Company Act.
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 filed 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 the capital stock stated on the financial report, 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. Also, within five days after the deadline for reporting of each quarterly financial statement, complete the reporting of information relating to non-current equity investments and significant transactions.
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 by any of its subsidiaries whose shares have not been publicly issued domestically: 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 managerial officers 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 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.
21. Distribution of employee bonuses to managerial officers: report distributions for the most recent fiscal year within one month from the close of each business year.
22. Information on the top ten suppliers/customers of goods of the OTC company: the deadline for the annual data is four months from the close of each business year; the deadline for the semi-annual data is two months from the close of each fiscal semester; the deadline for the data for the first and third quarters is one month from the close of the quarter.
23. Basic data on the industrial classification of the OTC company: the deadline for reporting is the same that set out in subparagraph 22 above.
24. Information on private placement of securities: within two days from the date of sending the notice of the shareholders' meeting, the particulars required to be publicly announced and reported under Article 43-6, paragraph 6, of the Securities and Exchange Act; where the subscribers have not been determined until after the shareholders' meeting notice has been sent, within two days from the date the subscribers have been determined; the information required to be reported within two days from the private placement price determination date and within 15 days from the date on which the private placement price has been paid in full; in addition, within 10 days after the close of each quarter, a quarterly report on the status of utilization of the funds raised by the private placement of securities.
25. Information on the remuneration of directors and supervisors: by the 10th day of each July, report the information on remuneration paid to directors and supervisors for the most recent fiscal year; provided, that if the figure reported for any employee bonus for distribution to directors is a proposed figure, the actual figure shall separately be reported within 10 days after the close of the business year..
Non-regularly published 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: public 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. Public announcement and reporting of the date of holding a shareholders’ meeting: shall be reported to the GreTai at least 12 trading days before the date of suspension of changes to entries in the shareholders’ register, provided that if there exists any circumstance referred to in the proviso to Article 10, Paragraph 3, of the GreTai Operating Rules, for which the reason has been stated in a public announcement, the company may make a supplementary public announcement with respect to the amount of dividends and bonuses to be distributed or rights to be allocated at least 40 days prior to the date of the shareholders’ meeting.
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. Public announcement and reporting of the record date fixed by the company for distribution of dividends, bonuses or other benefits: shall be reported to the GreTai at least 12 trading days before the date of suspension of changes to entries in the shareholders’ register.
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, exchangeable corporate bonds, and corporate bonds with warrants): relevant information shall be input within one day from approval by the Competent Authority. Issuers of corporate bonds shall at the same time input the method for the raising and custody of the funds for redemption of the corporate bonds as referred to in Article 248, paragraph 1, subparagraph 5 of the Company Act.
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, exchangeable 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 or exchangeable corporate bonds, the going ex rights of stocks underlying the exercise of convertible or exchangeable corporate bonds, adjustment of the conversion or exchange 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 managerial officers 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: before the investor/press conference is convened, the OTC company may, during non-trading hours, announce a summary of the investor/press conference information or the complete financial and business information thereof on the Internet information reporting system designated by the GreTai. If any related content is expressed in English, a Chinese translation shall simultaneously be input, and the complete content shall be reported no later than after the investor/press conference on the same day it is held. For an investor/press conference that is held on multiple days in multiple sessions, where the content is the same, the content shall be reported no later than after the conference on the same day that it is held for the first time, and need not be reported again each day.
If an OTC company has reported to and obtained approval from the GreTai on a special case-by-case basis to hold an investor/press conference during market trading hours, it shall disclose relevant information pursuant to Article 3, paragraph 3 of the GreTai Securities Market Procedures for Verification and Disclosure of Material Information of OTC Companies.
15. Relevant information on related parties of directors, supervisors, the general manager, and financial accounting officers of the company: input within 20 days from the regular shareholders' meeting and within two days from any change in any of the above personnel.
16. Reporting of electronic files of relevant content of shareholder' meeting agenda handbooks: 30 days before convening a regular shareholders’ meeting or 15 days before a special shareholders’ meeting, the company shall report the electronic files of the shareholders' meeting announcement, proxy form, and background and explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors or supervisors, and other matters on the shareholders’ meeting agenda; 15 days before convening the shareholders' meeting, it also shall report the electronic files of the shareholders' meeting agenda handbook and supplementary meeting materials.
17. Matters required by the Competent Authority for public announcement and reporting under Article 17, Paragraph 2, of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies: input within two days from the board of directors meeting.
18. Any matter required to be publicly announced and reported pursuant to Paragraph 3, 4, or 5 of Article 24 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the Competent Authority: input within two days following the date of the board of directors resolution.
19. Information on the acquisition or disposal of privately placed securities by the OTC company or a subsidiary thereof: input within two days following the day of occurrence of the fact.
20. Information on the establishment of an audit committee pursuant to Article 14-4 of the Securities and Exchange Act: input within two days following the establishment or abolishment of the audit committee or any change of committee members.
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), or any subsidiary that the CPA deems to have a material effect on the financial report of an audited company:
(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 40 percent of the OTC company's capital stock stated on the financial report 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. "Subsidiary" means a subsidiary as defined in Article 4, subparagraph 4, items 1 to 3 of the Financial Holding Company Act, or any other subsidiary that the certifying CPA of the financial holding company deems to have a material effect on the financial report.
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.
When reporting any information pursuant to the provisions of paragraphs 1 and 2, a primary OTC company shall comply with the following provisions:
1. The above-mentioned filing content shall be made in Chinese, provided that it may be accompanied by an English version. A primary OTC company may engage a litigious and non-litigious agent to handle information reporting on its behalf.
2. A primary OTC company may be exempted from the requirement of subparagraph 4 of paragraph 1 of monthly reporting of the business revenues and the statistical data on operating revenues for all goods and business, and exempted from the requirements set out in subparagraphs 15 and 24 of paragraph 1, and subparagraphs 8, 10, and 12 of paragraph 2.
3. When a primary OTC company reports financial report information pursuant to paragraph 1, subparagraph 1, only the provisions regarding the reporting of consolidated financial reports are applicable.
4. A deadline for the reporting by a primary OTC company of the semi-annual, first-quarter, or third-quarter data under subparagraphs 7, 10, 22, and 23 of paragraph 1 may be extended by 15 days.Regularly published information that OTC stock companies are required to report to the GreTai and the deadlines for reporting the information are as follows:
1. Individual and consolidated balance sheet, income statement, cash flow statement, statement of changes in shareholders' equity, CPA audit or review report, name of CPA 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. However, if the consolidated financial report for the semi-annual data or for the first or third quarter data cannot be reported within 2 months from the close of the fiscal half year, or within 1 month from the end of the first or third quarter, respectively, it shall be reported with a supplementary public announcement within 75 days from the close of the fiscal half year, or within 45 days from
the end of the first or third quarter, as the case may be. Any OTC company that has issued securities outside of Taiwan shall also simultaneously report the English language version of its cash flow statement, statement of changes in shareholders' equity, CPA audit or review report, and name of the CPA (the English name registered on the passport).
2. (Deleted)
3. (Deleted)
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 loans of funds and endorsements and guarantees: by the 10th day of each month, report the information for the preceding month.
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 filed 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 the capital stock stated on the financial report, 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 ar |