| Article 4 |
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| Article 5 |
The annual report to shareholders of a GTSM primary listed company shall include the relevant particulars set forth in Article 21 of the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers, which shall be in Chinese or in a Chinese-English bilingual version, provided that in the event of any discrepancy in meaning between the Chinese and English in a bilingual version, the Chinese will govern.
A GTSM primary listed company shall enter an electronic version of its annual report to shareholders into the GTSM-designated information reporting website prior to the date on which its general shareholders meeting is convened, and shall submit two printed copies of the report to the GTSM within 20 days after the general shareholders meeting.
If the company's shares have no par value or a par value other than NT$10 per share, the provision of Article 19, paragraph 1, subparagraph 1 of the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses regarding 10 percent or more of the company's paid-in capital shall apply but shall instead be calculated at 5 percent; the provision of Article 25, paragraph 1, subparagraph 8, item 2 regarding 20 percent of the company's paid-in capital shall apply but shall instead be calculated at 10 percent of shareholder equity. |
| Article 6 |
A GTSM primary listed company shall publicly announce and file financial reports through the GTSM-designated information reporting website and submit two printed copies of each required report to the GTSM by the following deadlines:
1. The CPA audited and attested annual consolidated financial report is to be publicly announced and filed within 4 months after the end of each business year.
2. The CPA reviewed semi-annual consolidated financial report is to be publicly announced and filed within 75 days after the end of each business half-year.
3. The first-quarter consolidated financial report and a third-quarter consolidated financial report are to be publicly announced and filed within 45 days respectively after the end of every first quarter and every third quarter.
Financial reports of a GTSM primary listed company submitted in accordance with the preceding paragraph shall meet the following requirements:
1. The financial reports shall be stated in New Taiwan Dollars.
2. The Chinese version shall govern, but an English version of the financial report may also be submitted.
3. The financial reports shall be prepared in accordance with the generally accepted accounting principles (GAAP) of Taiwan and the US or the International Financial Reporting Standards (IFRSs).
4. The financial reports shall be in the form of period-to-period comparisons and include a consolidated balance sheet, consolidated income statement, consolidated statement of cash flows, consolidated statement of changes in shareholders' equity, and notes to the financial report, provided that quarterly consolidated financial reports need not include consolidated statements of changes in shareholders' equity. The notes to financial reports shall indicate the accounting principles that have been adopted. If prepared in accordance with ROC accounting principles, financial reports shall be prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, but are not subject to Articles 21 and 22 of those Regulations; if not prepared in accordance with ROC accounting principles, the differences between the accounting principles employed and ROC accounting principles for the account titles in the balance sheet and income statement shall be indicated, including any items in which a material discrepancy results and the monetary amount of the discrepancy. For financial reports prepared in accordance with ROC accounting principles, information on loans to others and endorsements and guarantees for others in the notes shall be disclosed individually for each item, and may not be presented as net consolidated values.
5. The financial reports shall be signed or sealed by the chairman, managerial officers, and chief accounting officer, who shall also issue a declaration that there is no misrepresentation or concealment in the report.
6. The financial reports shall have an audit or review report issued by two ROC CPAs who have been approved by the competent authority for the attestation of financial reports of public companies, or shall be audited and attested (or reviewed) by an international accounting firm having a working relationship with the accounting firm of the aforementioned CPAs, in which case an audit (or review) report shall also be issued by ROC CPAs without reference to the auditing (or review) work of other CPAs.
7. The CPAs shall specify in the audit (or review) report the accounting principles adopted by the foreign issuer, any discrepancies between the accounting principles adopted and the generally accepted accounting principles of the ROC, the monetary amounts of resulting discrepancies, and provide an index to the accompanying notes on the relevant differences, and shall expressly indicate that the auditing or review work was planned and executed in accordance with the ROC Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards. |
| Article 7 |
The financial forecast published by a GTSM primary listed company shall be prepared in accordance with the ROC Regulations Governing the Publication of Financial Forecasts of Public Companies, provided that Article 26 of those Regulations need not be applied.
A GTSM primary listed company that meets the GTSM Standards for Recognition of the Complete Financial Forecasts Published by GTSM Listed companies shall publish a complete financial forecast in accordance with the provisions of the preceding paragraph. |
| Article 8 |
Except as otherwise provided by the laws and regulations of its country of registration, a GTSM primary listed company when establishing its internal control system shall comply with the Regulations Governing the Establishment of Internal Control Systems by Public Companies.
During the year of its listing and the 2 succeeding fiscal years, a GTSM primary listed company shall publicly announce through the GTSM-designated information reporting website and shall file a printed copy of the CPA special audit report on its internal control system for the preceding fiscal year at the same time it submits the printed copy of its annual report in accordance with Article 5, paragraph 2 of these Operation Directions.
The provisions of the preceding paragraph apply mutatis mutandis to any special audit of the internal control system by a CPA engaged voluntarily by a GTSM primary listed company after the expiration of the time period of the preceding paragraph.
A CPA performing a special audit of a GTSM primary listed company's internal control system shall do so in accordance with Chapter 3, Section 3 of the ROC Regulations Governing the Establishment of Internal Control Systems by Public Companies. |
| Article 9 |
Except as otherwise provided by the laws and regulations of the country of its registration, a GTSM primary listed company that provides loans, endorsements, or guarantees for others shall do so in accordance with the ROC Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, provided that the provisions of Article 12, paragraph 1, subparagraph 7, and Article 17, paragraph 4 of those Regulations need not be applied.
When the provisions of Article 12, paragraph 1, subparagraph 11 of the ROC Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies apply to a GTSM primary listed company, if the shares of a subsidiary of that company have no par value or a par value other than NT$10 per share, then the provisions regarding paid-in capital shall be calculated by adding the "legal reserve-issue premium" to the amount of the paid-in capital. |
| Article 10 |
Except as otherwise provided by the laws and regulations of the country of its registration, a GTSM primary listed company acquiring or disposing of assets shall do so in accordance with the provisions of the ROC Regulations Governing the Acquisition and Disposal of Assets by Public Companies, provided that the provisions of Article 4, paragraph 1, subparagraph 7, and Article 17, paragraph 1 of those Regulations need not be applied. |
| Article 11 |
Except as otherwise provided by the laws and regulations of the country of its registration, the procedural rules for a GTSM primary listed company's board of directors meetings shall be governed by the ROC Regulations Governing Procedure for Board of Directors Meetings of Public Companies. |
| Article 12 |
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| Article 13 |
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| Article 14 |
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