| Article 3 |
Regularly published information that GTSM stock companies are required to report to the GTSM and the deadlines for reporting the information are as follows:
1. Separated 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 assets): the deadline for annual data is 4 months from the close of each fiscal year; the deadline for semi-annual data is 2 months from the close of each half of the fiscal semester; the deadline for data for the first and third quarters is 1 month from the end of the quarter. However, if the consolidated balance sheet for semi-annual, first and third quarters data cannot be reported within 2 months from the close of semi-annual fiscal year, or within 1 month from the end of first or third quarter, it shall be reported with a supplementary public announcement within 75 days from the close of semi-annual fiscal year, or within 45 days from the end of first or third quarter. Any GTSM-listed 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 CPA (as is 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, a GTSM listed 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 GTSM listed 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.
If the GTSM listed company voluntarily announces its self-assessed income statement, the announcement shall continue until the end of the current year, and the announcement shall include the self-assessed operating income and income before tax as of the current month (quarter). The difference between the accumulated amount of the self-assessed income before tax in each quarter and the amount audited (reviewed) by the CPA is 20% or more, the reason for such difference 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 4 months from the close of each fiscal year.
7. Any GTSM stock company that has invested in the mainland China area shall report mainland China area investment information: the deadline for annual data is 4 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 1 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 2 months from the close of each fiscal semester; the deadline for data for the first and third quarters is 1 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 GTSM 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 2 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 1 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 6 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 5 days after such creation or release.
10. Any GTSM stock company that has invested in an overseas subsidiary(ies) shall report overseas subsidiary investment information: the deadline for annual data is 4 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 1 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 2 months from the close of each fiscal semester; the deadline for data for the first and third quarters is 1 month from the end of the quarter; shipping enterprises are exempted from the requirement to input data for the first and third quarters.
11. Financial information and information on the interrelationship and interaction between parent/subsidiary companies: by the 15th day of each month the company shall report the information for the preceding month.
12. Relevant information on the GTSM listed 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 2 days of the change.
13. Basic information, operations overview, and organizational chart of the GTSM listed company and affiliated enterprises thereof: report within 4 months after the close of the fiscal year. Also, within 5 days after the deadline for reporting of each quarterly financial statement, complete the reporting on significant transactions.
14. Consolidated balance sheet and consolidated income statement of affiliates of the GTSM listed company and CPA check report: report within 4 months of the close of the fiscal year.
15. Table of maximum number of shares and monetary amount thereof that the GTSM listed company can buy back: input within 1 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 GTSM listed 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 GTSM 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 domestic and foreign 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 domestic and foreign 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 domestic and foreign managerial officers and 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 a GTSM listed 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 GTSM listed 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 GTSM 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 5th day of each month.
21. Distribution of employee bonuses to managerial officers: report distributions for the most recent fiscal year within 1 month from the close of each business year.
22. Information on the top ten suppliers/customers of goods of the GTSM listed company: the deadline for the annual data is 4 months from the close of each business year; the deadline for the semi-annual data is 2 months from the close of each fiscal semester; the deadline for the data for the first and third quarters is 1 month from the close of the quarter.
23. Basic data on the industrial classification of the GTSM listed company: the deadline for reporting is the same that set out in subparagraph 22 above.
24. Information on private placement of securities: within 2 days from the date on which the board of directors makes the resolution, 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, the information required to be reported within 2 days from the date the subscribers have been determined, or within two days from the actual date of determination of the private placement price, or within 15 days from the completion of the payment of the share price or the subscription price for the private placement; 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; and if a placee is an insider or a related party of the company, if the placee has sold or sells shares of the company within 3 months before or after the date on which the placee's payment of the share price or subscription price for the private placement has been completed, the company shall, within 15 days from the date on which the payment of the share price or subscription price has been completed, or within 2 days from the occurrence of the event, report the relevant information.
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.
26. Information on the liability insurance that the GTSM listed company enrolls for its directors and supervisors: the insurance enrollment of the previous year shall be reported by the 15th day from the close of each business year.
27. Important trading information between the GTSM listed company and related parties: by the 15th day of each month the company shall report information on the acquisition or disposal of assets, purchases of goods, sales of goods, receivables, and payables between the GTSM listed company and related parties as of the previous month. If the discrepancy between the aggregate amount reported each quarter and the amount as audited (reviewed) by the CPA reaches 20 percent, the reason for the discrepancy shall also be reported.
28. Information on the annual internal control system statement: the internal control system statement shall be reported within 4 months after the close of the business year.
29. Any other information required on any matter as specified in a public announcement or notice by the GTSM shall be reported within the prescribed deadline.
Non-regularly published information that GTSM stock companies are required to report to the GTSM 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 GTSM 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 GTSM 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. In addition, a company whose fiscal year is the calendar year shall by 15 March each year, and a company whose fiscal year is not the calendar year shall within 75 days after the end of each business year, preliminarily proceed to report the date for holding of the regular shareholders' meeting for the current year, and if after reporting there is any change to the date on which the meeting is to be held, shall change the reported date before the public announcement and reporting of the regular 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 determined by the company for distribution of dividends, bonuses or other benefits: shall be reported to the GTSM at least 12 trading days before the date of suspension of changes to entries in the shareholders’ register. For public announcement and reporting of a cash capital increase, the subscription price shall be input in a supplementary manner 5 business days before the ex-rights date.
5. Capital formation process of the GTSM listed company: input within 1 day from completion of capitalization amendment registration.
6. Issues of corporate bonds (including convertible corporate bonds, exchangeable corporate bonds, and corporate bonds with warrants): basic information on the plans for corporate bond issuance shall be input within 1 day from approval by the Competent Authority, and shall be immediately updated upon any change in relevant information. Issuers of corporate bonds shall, 1 business day after the raising of the funds is completed, 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 GTSM Procedures for Verification and Disclosure of Material Information of GTSM Listed 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 a GTSM listed company, (7) initial GTSM listing or GTSM 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 GTSM listed company into shares: input at the time of initial GTSM 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 GTSM listing of certificates carrying rights to convert bonds of the GTSM listed company into shares.
10. Matters required to be publicly announced and reported pursuant to the provisions of the competent authority's Regulations Governing Share Repurchase by Exchange Listed and GTSM Listed Companies. In the event of a repurchase of shares for the purpose of transferring them to employees under Article 10 or 10-1 of the aforesaid Regulations, then additionally, on the business day before book-entry transfer is carried out with the central securities depository, input the basic information on the transfer to employees, as well as information including the names and the numbers of subscribed shares of the managerial officers and the top 10 employees acquiring such shares.
11. Table of shareholding dispersion of the GTSM listed 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 1 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 domestic and foreign 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 1 day from issuance; itemized information such as the status of subscription shall be input within 1 day from subscription by domestic and foreign stock option holders.
13. Explanatory chart of changes in major subsidiaries: the reason for the change shall be input within 2 days from the actual date of the change and the chart and related evidentiary documents shall be submitted in a report to the GTSM within 5 days.
14. Financial or business information disclosed in an investor/press conference: before the investor/press conference is convened, the GTSM listed 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 GTSM. All related content shall simultaneously be entered in both Chinese and English, 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 a GTSM listed company has reported to and obtained approval from the GTSM 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 GTSM Procedures for Verification and Disclosure of Material Information of GTSM Listed 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 2 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; 21 days before convening the regular shareholders' meeting, or 15 days before convening the special shareholders' meeting, it also shall report the electronic files of the shareholders' meeting agenda handbook and supplementary meeting materials.
17. (Deleted).
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 2 days following the date of the board of directors resolution.
19. Information on the acquisition or disposal of privately placed securities by the GTSM listed company or a subsidiary thereof: input within 2 days following the day of occurrence of the fact.
20. Information on the establishment of a functional committee: input within 2 days following the establishment or abolishment of the functional committee, and of any appointment (election) or change of committee members.
21. Correction or supplement of financial reports: Matters that shall be corrected or supplemented in the CPA audited or reviewed financial reports publicly announced by the GTSM listed company shall be publicly disclosed to the investors; if the requirement for a restatement of the financial report under Article 6 of the Securities and Exchange Act Enforcement Rules is not yet met, input relevant information within 2 days from the occurrence of the fact.
22. Election results for directors and supervisors (including independent directors) for which the candidates have been nominated pursuant to Article 192-1, paragraph 7 and Article 216-1 of the Company Act: input within 2 days following the election.
23. Proposals submitted by shareholders pursuant to Article 172-1 of the Company Act and included by the board of directors on the agenda of the shareholders' meeting: input 30 days before the convening of the regular shareholders' meeting.
24. Information on the relationships between the 10 largest shareholders as listed on the annual report: report prior to the regular shareholders’ meeting.
25. The English translation of the major agenda in a regular shareholders meeting: submitted within 2 days following the termination of the regular shareholders meeting.
26. Information on the internal control special audit report: when a CPA is engaged to conduct a special audit of internal controls upon an order of the competent authority or at the request of the GTSM, the audit report shall be filed within 2 days after it is obtained.
27. Any other information required on any matter as specified in a public announcement or notice by the GTSM shall be reported within the prescribed deadline.
The terms "major subsidiary" and "subsidiary" in these Rules shall be construed, mutatis mutandis, in accordance with the provisions of the Procedures for Verification and Disclosure of Material Information of GTSM Listed Companies.
In addition to complying with the provisions of the preceding three paragraphs, a GTSM stock company shall also comply with the provisions of the Guidelines for Internet Reporting of Disclosed Information of Public Companies. A GTSM listed company that is an investment holding company or financial holding company shall also compile and report the relevant information on behalf of its subsidiaries that fall under the scope of Article 2-1 of the Procedures for Verification and Disclosure of Material Information of GTSM Listed companies.
A GTSM listed 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-exchange-listed, non-GTSM-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 GTSM listed company on behalf of the parent.
A GTSM primary listed company that reports all the information pursuant to the provisions of paragraphs 1 and 2 shall do so in accordance with the following rules:
1. The above-mentioned content of the filing shall be made in Chinese, provided that it may be accompanied by an English version. A GTSM primary listed company may hire the litigious or non-litigious agent to handle information reporting.
2. A GTSM primary listed company may refrain from the application of subparagraph 4 of paragraph 1, which requires monthly reporting of the business revenues and the statistic data of operating revenues from all products and businesses of the preceding month, and the requirements as listed in subparagraphs 15 and 24 of paragraph 1, and subparagraph 10 of paragraph 2.
3. Only the provisions regarding the reporting of consolidated financial report apply when a GTSM primary listed company reports its financial information pursuant to paragraph 1, subparagraph 1.
4. The deadline for the reporting by a GTSM primary listed company of the semi-annual, first and third quarters data under subparagraphs 7, 10, 22, and 23 of paragraph 1 may be extended to 15 days.Regularly published information that GTSM stock companies are required to report to the GTSM and the deadlines for reporting the information are as follows:
1. Separated 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 assets): the deadline for annual data is 4 months from the close of each fiscal year; the deadline for semi-annual data is 2 months from the close of each half of the fiscal semester; the deadline for data for the first and third quarters is 1 month from the end of the quarter. However, if the consolidated balance sheet for semi-annual, first and third quarters data cannot be reported within 2 months from the close of semi-annual fiscal year, or within 1 month from the end of first or third quarter, it shall be reported with a supplementary public announcement within 75 days from the close of semi-annual fiscal year, or within 45 days from the end of first or third quarter. Any GTSM-listed 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 CPA (as is 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, a GTSM listed 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 GTSM listed 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.
If the GTSM listed company voluntarily announces its self-assessed income statement, the announcement shall continue until the end of the current year, and the announcement shall include the self-assessed operating income and income before tax as of the current month (quarter). The difference between the accumulated amount of the self-assessed income before tax in each quarter and the amount audited (reviewed) by the CPA is 20% or more, the reason for such difference 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 4 months from the close of each fiscal year.
7. Any GTSM stock company that has invested in the mainland China area shall report mainland China area investment information: the deadline for annual data is 4 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 1 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 n |
| Article 3-5 |
Regularly published information that GTSM secondary listed companies that issue stock or Taiwan Depositary Receipts are required to report to the GTSM and the deadlines for reporting the information are as follows:
1. The annual and semi-annual consolidated financial report and the condensed balance sheet and condensed income statement: shall be publicly announced at the same time as is required by the laws and regulations of the home country or country of listing of the GTSM secondary listed company, provided that the annual data shall be publicly announced no later than 6 months after the end of each business year; if the laws and regulations of the home country or country of listing of the GTSM secondary listed company require preparation of first and third quarter financial reports, these shall also be publicly announced at the same time; if the laws and regulations of the home country or country of listing of the foreign issuer do not provide for relevant requirement, and the foreign issuer voluntarily announces its first and third quarter financial reports, it shall disclose in full the financial reports, and continue the disclosure during the listing period of the Taiwan Depositary Receipts, and these reports shall also be publicly announced at the same time.
2. Explanations of material changes in financial ratios and financial analysis data of the GTSM secondary listed company: shall be input at the same time as the public announcement of the annual financial report for the home country or country of listing.
3. Information on juristic-person directors and supervisors, and major shareholders holding a stake of 10% or more, of the GTSM secondary listed company: shall be input within 1 month after the regular or special shareholders' meeting, provided that if an earlier deadline for public announcement and reporting is imposed under the laws and regulations of the home country or country of listing, public announcement and reporting with the GTSM shall be done at the same time as required by those laws and regulations.
4. Information on the remuneration of directors and supervisors of the GTSM secondary listed company: shall be input at the same time as the public announcement of the financial report for the home country or country of listing.
5. The closing price and trading volume on the foreign securities exchange or securities market of the securities represented by the Taiwan Depositary Receipts, and Taiwan's foreign exchange market interbank closing rate for the preceding business day: shall be input on the "current (same) day" as the closing information for the foreign securities exchange or securities market.
6. Number of units of Taiwan Depositary Receipts redeemed after issuance: by the 10th day of each calendar month, report the information for the preceding month.
7. A GTSM secondary listed company that offers and issues securities, with the exception of a domestic secondary public offering of stock or sponsored issuance of Taiwan depositary receipts using shares that have already been issued and are held by its shareholders, shall, after obtaining effective registration, conduct the following matters: (1) within 10 days from the end of each quarter, input the quarterly report on the plan for cash capital increase or sponsored issuance of Taiwan depository receipts and utilization of funds; (2) when any content is changed in the plan, input the changed data within 2 days after the change takes place; (3) when the plan is changed and within 10 days from the end of each quarter, request the original lead underwriter to provide evaluation opinion on progress in implementation of the funds utilization plan, the legitimacy of the purpose of the unused funds, and whether there has been any departure from the capital utilization plan.
8. Where a GTSM secondary listed company issues overseas stocks, overseas depositary receipts, or overseas corporate bonds, a report shall be made by the 20th day of each month on any changes up to the 15th day of that current month, and an additional report shall be made within 5 days from the end of each month on any changes up to the end of the preceding month.
9. Information regarding other matters as announced or notified by the GTSM shall be reported by the prescribed deadline.
A GTSM secondary listed company that issues stock or Taiwan Depositary Receipts shall report the non-regularly published information to the GTSM and within the reporting deadlines as follows:
1. 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 of the foreign issuer.
2. Capital formation process of the GTSM secondary listed company: input within 1 day after completion of capitalization amendment registration in the home country or country of listing.
3. Public announcement and reporting of acquisition or disposal of assets by the GTSM secondary listed company: shall be publicly announced and reported at the same time as is required by the laws and regulations of the home country or country of listing of the GTSM secondary listed company.
4. Public announcement and reporting of the holding of a shareholders' meeting of the GTSM secondary listed company (including general meetings of beneficiaries): shall be input at least 12 business days before the date of suspension of changes to entries in the shareholders' register or the register of holders of Taiwan Depositary Receipts or bonds; the public announcement and reporting of special shareholders’ meeting shall be input at least five business days before the date of suspension of changes to entries in the register of holders; provided that if an earlier deadline for public announcement and reporting is imposed under the laws and regulations of the home country or country of listing, public announcement and reporting with the GTSM shall be done at the same time as required by those laws and regulations.
5. Public announcement and reporting of the record date fixed by the GTSM secondary listed company for distribution of dividends, bonuses, or other benefits: shall be input at least 12 business days before the date of suspension of changes to entries in the shareholders' register or the register of holders of Taiwan Depositary Receipts or bonds, provided that if an earlier deadline for public announcement and reporting is imposed under the laws and regulations of the home country or country of listing, public announcement and reporting with the GTSM shall be done at the same time as required by those laws and regulations.
6. Table of dispersion of shareholding or of Taiwan Depositary Receipts of the GTSM secondary listed company: shall be input within 20 days after the regular or special shareholders' meeting, provided that if an earlier deadline for public announcement and reporting is imposed under the laws and regulations of the home country or country of listing, public announcement and reporting with the GTSM shall be done at the same time as required by those laws and regulations.
7. Shareholders' meeting annual report and meeting materials of the GTSM secondary listed company: shall be disclosed at the same time as any deadline that is imposed for public announcement and for reporting to the competent authority, securities exchange, or securities market under the laws and regulations of the home country or country of listing of the GTSM secondary listed company. The electronic files of the aforementioned annual report of the regular shareholders' meeting shall be transmitted to the GTSM-designated information reporting website within the deadline fixed by the competent authority in the Table of Items that Foreign Securities Issuers are Required to Announce and File with the Securities and Futures Commission When Offering and Issuing Securities.
8. Material information as regulated under the GTSM Procedures for Verification and Disclosure of Material Information of Companies with GTSM Listed Securities: the content or explanation of relevant information shall be input into the GTSM-designated information reporting website by the deadline required under those Procedures.
9. Table of overseas Chinese and foreign investment and shareholding: shall be input at the time of (1) distribution of shares for capital increase, (2) reissuance within the original authorized issuance amount, (3) capital reduction, (4) merger or consolidation, (5) bonus share distribution, (6) initial GTSM listing, (7) 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.
10. Sponsoring the issuance of Taiwan Depositary Receipts through cash capital increase: input the plan’s basic information for the reporting of cash capital increase within one day after the approval by the competent authority, and update any changes to any relevant information in a timely fashion.
11. Information regarding other matters as announced or notified by the GTSM shall be reported by the prescribed deadline.
A GTSM secondary listed company that issues stock or Taiwan Depositary Receipts shall, in accordance with paragraphs 1 and 2, input any of the aforementioned information into the GTSM-designated information reporting website. The content of the report may follow the scope permitted by the laws and regulations of the home country or country of listing, but the content of the primary version of the report shall be in Chinese, to which an English version may additionally be attached. The GTSM secondary listed company may also authorize its agent in the Republic of China to handle the reporting of information to the GTSM.Regularly published information that GTSM secondary listed companies that issue stock or Taiwan Depositary Receipts are required to report to the GTSM and the deadlines for reporting the information are as follows:
1. The annual and semi-annual consolidated financial report and the condensed balance sheet and condensed income statement: shall be publicly announced at the same time as is required by the laws and regulations of the home country or country of listing of the GTSM secondary listed company, provided that the annual data shall be publicly announced no later than 6 months after the end of each business year; if the laws and regulations of the home country or country of listing of the GTSM secondary listed company require preparation of first and third quarter financial reports, these shall also be publicly announced at the same time; if the laws and regulations of the home country or country of listing of the foreign issuer do not provide for relevant requirement, and the foreign issuer voluntarily announces its first and third quarter financial reports, it shall disclose in full the financial reports, and continue the disclosure during the listing period of the Taiwan Depositary Receipts, and these reports shall also be publicly announced at the same time.
2. Explanations of material changes in financial ratios and financial analysis data of the GTSM secondary listed company: shall be input at the same time as the public announcement of the annual financial report for the home country or country of listing.
3. Information on juristic-person directors and supervisors, and major shareholders holding a stake of 10% or more, of the GTSM secondary listed company: shall be input within 1 month after the regular or special shareholders' meeting, provided that if an earlier deadline for public announcement and reporting is imposed under the laws and regulations of the home country or country of listing, public announcement and reporting with the GTSM shall be done at the same time as required by those laws and regulations.
4. Information on the remuneration of directors and supervisors of the GTSM secondary listed company: shall be input at the same time as the public announcement of the financial report for the home country or country of listing.
5. The closing price and trading volume on the foreign securities exchange or securities market of the securities represented by the Taiwan Depositary Receipts, and Taiwan's foreign exchange market interbank closing rate for the preceding business day: shall be input on the "current (same) day" as the closing information for the foreign securities exchange or securities market.
6. Number of units of Taiwan Depositary Receipts redeemed after issuance: by the 10th day of each calendar month, report the information for the preceding month.
7. A GTSM secondary listed company that offers and issues securities, with the exception of a domestic secondary public offering of stock or sponsored issuance of Taiwan depositary receipts using shares that have already been issued and are held by its shareholders, shall, after obtaining effective registration, conduct the following matters: (1) within 10 days from the end of each quarter, input the quarterly report on the plan for cash capital increase or sponsored issuance of Taiwan depository receipts and utilization of funds; (2) when any content is changed in the plan, input the changed data within 2 days after the change takes place; (3) when the plan is changed and within 10 days from the end of each quarter, request the original lead underwriter to provide evaluation opinion on progress in implementation of the funds utilization plan, the legitimacy of the purpose of the unused funds, and whether there has been any departure from the capital utilization plan.
8. Where a GTSM secondary listed company issues overseas stocks, overseas depositary receipts, or overseas corporate bonds, a report shall be made by the 20th day of each month on any changes up to the 15th day of that current month, and an additional report shall be |