| Article 3 |
Regularly published information that a GTSM listed company is required to file with the GTSM and the deadlines for filing the information are as follows:
1.Balance sheet, statement of comprehensive income, cash flow statement, statement of changes in equity, CPA audit or review report, name of attesting CPA, and matters disclosed in the notes to the financial report: The deadlines shall be the same as those for the public disclosure and filing of the financial report for each quarter pursuant to laws and regulations. A GTSM listed company that has issued securities outside of the Republic of China (ROC) shall simultaneously file the English language version of the CPA audit or review report and the name of the attesting CPA (the English name registered on the passport).
2.(Deleted)
3.(Deleted)
4.Information on business volume and unaudited income: Information on business volume for the preceding month shall be filed by the tenth day of each calendar month. If the GTSM listed company voluntarily makes public disclosure of statistical summaries of operating revenues for all goods and business, it shall file such information for the preceding month by the 20th day of each calendar month and shall continue to do so until the end of the current fiscal year. If the GTSM listed company voluntarily discloses its unaudited income, it shall file the information by the end of the month following the close of the current month (or quarter), and shall continue to publicly disclose the information until the end of the current fiscal year. Yearly unaudited income information may be filed within 45 days after the end of the current fiscal year. The unaudited income information shall include the unaudited operating income and income before tax up to the current month (quarter). If the difference between the accumulated amount of the unaudited income before tax in any quarter or any fiscal year and the amount audited (reviewed) by the CPA is 20 percent or more, the reason for the difference shall be filed within 2 business days after the deadline for public disclosure of the financial report for the given quarter or fiscal year.
5.Table of limit amounts and itemized details of loans of funds and endorsements and guarantees of the GTMS listed company and its subsidiaries: By the tenth day of each month, file the information for the preceding month.
6.Explanation of any significant change in financial ratios, financial analysis data: The deadline shall be the same as for public disclosure and filing of the annual financial report pursuant to laws and regulations.
7.A GTSM listed company that has invested in the Mainland Area shall file information on its Mainland Area investments: The deadlines shall be the same as those for the public disclosure and filing of the financial reports for each quarter pursuant to laws and regulations.
8.When a GTSM listed company carries out a cash capital increase, issues corporate bonds, or privately places securities, it must file a quarterly fund utilization statement within 10 days after the close of each quarter after receiving effective registration for the capital increase plan or collecting in full the share money (subscription price) of the private placement.
A GTSM listed company that offers and issues or privately places domestic corporate bonds shall report any changes during the preceding month within 10 days of the close of each month.
A GTSM listed company that offers and issues or privately places overseas stocks, depositary receipts, or corporate bonds shall file a report of any changes up to the 15th day of the month by the 20th day of the same month, and shall additionally file a report of any changes up to the end of the given month within 5 days after the end of that month.
For a GTSM listed company that offers and issues or privately places corporate bonds: (1) During the duration of the corporate bonds from the issuance date to the maturity date, the unaudited figures for the preceding quarter shall be input within one month after the end of each quarter, while unaudited yearly figures shall be input within 45 days after the end of the fiscal year. The finalized figures shall be input when the CPA-audited or CPA-reviewed financial report is input. (2) During the period within the duration of corporate bonds beginning 1 year prior to maturity or the date on which creditors may redeem the bonds, the unaudited figures for the preceding month shall additionally be input by the end of each month. (3) An issuer of corporate bonds, during the period within the duration of the bonds beginning 6 months before their maturity or the date on which creditors may redeem the bonds, shall input by the tenth day of each month information on the sources of and related explanations regarding the funds raised and kept in custody for redemption of the corporate bonds as required under Article 248, paragraph 1, subparagraph 5 of the Company Act.
9.Information regarding appointment or dismissal, or changes in shareholding, or creation or release of pledges on shareholding, of directors, supervisors, managerial officers, and greater than 10 percent shareholders (hereinafter "insiders"), and related persons thereof: (1) Any new appointment or dismissal of persons under this subparagraph shall be filed by the company within 2 days after occurrence of the fact; (2) the information on any changes in shareholding in the previous month of persons under this subparagraph shall be filed by the 15th day of each month; (3) the information on any creation or release of pledge shall be filed by the company within 5 days after the creation or release of the pledge.
"Related persons" in this subparagraph includes the spouses and minor children of insiders and any persons in whose name an insider holds stock.
10.A GTSM listed company that has invested in an overseas subsidiary shall file information on its overseas subsidiary investments: The deadlines shall be the same as those for the public disclosure and filing of the financial reports for each quarter pursuant to laws and regulations.
11.Financial information: The company shall file information for the preceding month by the end of each 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.(Deleted)
14.Consolidated balance sheet and consolidated statement of comprehensive income covering the GTSM listed company's affiliates, and the CPA's secondary review report: The deadline shall be the same as that for the public disclosure and filing of the annual financial report pursuant to laws and regulations.
15.Table of maximum number of shares and monetary amount thereof that the GTSM listed company can buy back: Input within 1 day after the deadline for filing 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 tenth day of each calendar month, file the information for the preceding month.
17.A GTSM listed 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 an aggregate summary of the subscription status of domestic and foreign managerial officers and department or branch institution supervisors who obtained stock option certificates during the preceding fiscal year and at any time prior to the end of the preceding 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, the names of the personnel, the stock option certificates acquired during the preceding fiscal year and at any time prior to the end of the preceding year, and an aggregate summary of the subscription status: 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: file the information for the preceding quarter within 10 days after 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, file the information on any changes for the preceding month.
20.A GTSM listed company that issues securities domestically or overseas shall report its Declaration of Conversion, Exchange, or Exercise of Warrant Rights of Domestic (Overseas) Securities: 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 after the close of each business year.
22.Information on the top ten suppliers/customers of goods of the GTSM listed company: The deadlines shall be the same as those for the public disclosure and filing of the financial reports for each period pursuant to laws and regulations.
23.Basic data on the industrial classification of the GTSM listed company: The deadlines shall be the same as those for the public disclosure and filing of the financial reports for each period pursuant to laws and regulations.
24.(deleted)
25.Information on the remuneration of directors and supervisors: By the tenth day of each July, file the information on remuneration paid to directors and supervisors for the most recent fiscal year; provided, that if the figure filed for any employee bonus for distribution to directors is a proposed figure, the actual figure shall separately be filed 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 filed by the 15th day after the close of each business year.
27.Important trading information between the GTSM listed company and related parties: By the end of the following month file the acquisition or disposal of assets, purchases of goods, sales of goods, receivables, and payables between the GTSM listed company and related parties, after offsetting the transactions between the parent and the subsidiaries, as of the preceding month. If the discrepancy between the cumulative amount filed for each quarter and the amount as audited (reviewed) by the CPA reaches 20 percent and exceeds NT$10 million, the reason for the discrepancy shall also be filed within 15 days after the deadline for the public disclosure of the financial report for the current quarter.
28.Information on the annual internal control system statement: The internal control system statement shall be filed within 3 months after the close of the business year.
29.Monthly report on the liquidity of stocks in the ROC of a foreign issuer that is a GTSM primary listed company, and monthly report on the liquidity of bonds in the ROC of a foreign issuer: By the tenth day of each calendar month, file the information for the preceding month.
30.Any other information required on any matter as specified in a public announcement or notice by the GTSM shall be filed within the prescribed deadline.
Non-regularly published information that a GTSM listed company is required to file with the GTSM and the deadlines for filing the information are as follows:
1.Financial forecast information: Public disclosure and filing obligations are the same as are set forth in the Criteria Governing the Public Disclosure of Financial Forecast Information by Public Companies adopted by official letter of the competent authority.
2.Public disclosure and filing of the date of holding a shareholders meeting: Shall be filed with the GTSM at least 12 trading days before the date of suspension of changes to entries in the shareholders' register. However, if there exists any circumstance referred to in 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. If, based on the laws and regulations of the country of its registration, a GTSM primary listed company is unable to deliver notices of the convening of the shareholders meeting more than 30 days before the meeting, it shall make a supplementary public announcement at the latest 31 days before the date of the shareholders meeting. In addition, a company whose fiscal year is the calendar year shall by the 15th day of 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 file the date for holding of the regular shareholders meeting for the current year, and if after filing there is any change to the date on which the meeting is to be held, shall change the filed date before the public disclosure and filing 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 disclosure and filing of the record date determined by the company for distribution of dividends, bonuses or other benefits: Shall be filed with the GTSM at least 12 trading days before the date of suspension of changes to entries in the shareholders' register. For public disclosure and filing of a cash capital increase, the subscription price shall be input in a supplementary manner 5 business days before the ex-rights date.
5.Basic company information and capital formation process of the GTSM listed company: Input within 2 days after a change in basic company information or completion of capitalization amendment registration.
6.Capital increase or issuance of corporate bonds: Basic information on the capital utilization plan, items of the plan, and utilization benefits shall be input within 1 day after effective registration, and shall be immediately updated upon any change in relevant information.
Private placement of securities: (1) With the exception of straight corporate bonds, matters requiring full disclosure to the shareholders meeting shall be reported within 2 days following the resolution by the board of directors. (2) Relevant information shall be reported within 2 days following the actual price determination date of the placement and within 15 days following the date for completed payment of the share money or subscription price. (3) When a placee is a company insider, and sells his or her company shares within 3 months either before or after the date for completed payment of the share money or the subscription price, the related information shall be reported within either 15 days after the date for completed payment or within 2 days after the sale occurs.
Offering and issuance or private placement of corporate bonds: The bond issue information and the plan for raising funds for redemption of the corporate bonds and the method of their custody as required by Article 248, paragraph 1, subparagraph 5 of the Company Act shall be reported within 2 days after the completion of capital raising through the offering or within 15 days after the date for completed payment of the share money or the subscription price of the private placement.
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 filing of each item shall be as prescribed under the filing 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 disclosed and filed 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 Regulations Governing Share Repurchase by Exchange Listed and GTSM Listed Companies, 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 the summary information including the names and the numbers of shares subscribed by the managerial officers and the top 10 employees other than managerial officers.
11.Table of shareholding dispersion of the GTSM listed company: Input within 20 days after the regular shareholders meeting or special shareholders meeting.
12.Issuance of employee stock option certificates: (1) Basic information shall be input on the day following the day of receipt of effective registration from the competent authority; (2) information on the total number of shares for which the employee stock option certificates are issued, and the aggregated information on 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 on the day of issuance and on the day following the time of expiration of the issuance period; (3) Any change in issuance information shall be input within 2 days after the change. (4) within 2 days after the day on which the board of directors resolves to buy back shares for purposes of exercise of employee stock option certificates, the company shall input the anticipated cost of acquiring the shares, the difference between the price of employee subscription to the shares and the cost of the company's acquisition of the shares, and the impact on shareholders' equity.
Issuance of new restricted shares for subscription by employees: (i) On the day following the day of receipt of effective registration from the competent authority, the company shall input the main content of the issuance rules and a description of the possible dilution of shareholders equity; (ii) on the day following the day of issuance of the new shares, the company shall input the information on the issue; (iii) on the day following the time when employees meet the vesting conditions, the company shall input the information on the release of the restrictions on the new employee shares; (iv) on the day following any recall or repurchase of the shares, the company shall input the information on the recall or repurchase.
13.Explanatory chart of changes in major subsidiaries: The reason for the change shall be input within 2 days after the actual date of the change; the chart and related evidentiary documents shall be submitted to the GTSM within 5 days for filing.
14.Financial or business information disclosed in an investor conference: (1) For an investor conference that is held or participated in before the start of trading hours or during trading hours on the given day, the complete financial or business information shall be input, during non-trading hours before the conference, into the Internet information reporting system designated by the GTSM, and for any other it shall be done no later than on the current day after the conference. The Chinese and English content for the relevant information shall simultaneously be input. (2) For an investor conference that is held on multiple days in multiple sessions, where the content is the same, only the information for the first session is required to be filed, and the filing deadlines are the same as those specified above. (3) For any investor conference held domestically by the company itself, a link to a complete audiovisual record of the conference shall without exception be input, 2 hours before the start of trading hours on the next business day following the conference, into the Internet information reporting system designated by the GTSM, and the relevant audiovisual files shall be kept for at least 1 year; if the conference is held before the start of trading hours or during trading hours on the given day, the complete audiovisual information also shall be simultaneously provided for real-time reception by the public.
15.Relevant information on related parties of directors, supervisors, the general manager, and financial accounting officers of the company: Input within 20 days after the regular shareholders meeting and within 2 days after any change in any of the above personnel.
16.Filing 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 file 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 file the electronic files of the shareholders meeting agenda handbook and supplementary meeting materials. If, however, a GTSM primary listed company, based on the laws and regulations of the country or place of its registration, is unable to deliver the shareholders meeting announcement for a regular shareholders meeting 30 days before the meeting, then it shall file electronic versions 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 by the latest date for issuance of shareholders meeting announcements under GTSM rules, and on the date on which the shareholders meeting announcements are issued, it shall file the electronic versions of the shareholders meeting handbook and supplementary meeting materials.
17.(Deleted).
18.Any matter required to be publicly disclosed and filed pursuant to Article 24, 30, or 31 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies or Article 22 or 25 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies adopted by the competent authority.
19.Information on the acquisition or disposal of privately placed securities by the GTSM listed company or a subsidiary thereof: Input by the filing deadlines set forth in Article 3 of the GTSM Procedures for Verification and Disclosure of Material Information of Companies with GTSM Listed Securities.
20.Information on the establishment of a functional committee pursuant to the Securities and Exchange Act: (1) The establishment or abolishment of a functional committee. (2) Any appointment (election) or change of committee members. (3) The adoption of related rules or regulations and any changes to them. Information on (1) through (3) above shall be input within 2 days after occurrence of the fact. (4) Information on the operational status of the functional committee shall be filed by the 15th day of the month following its first convening.
21.Correction or supplement of financial reports: Matters that shall be corrected or supplemented in the CPA audited or reviewed financial reports that have been publicly disclosed and filed by the GTSM listed company shall be 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 after the occurrence of the fact.
22.Information on candidates for director and supervisor (including independent director) nominated pursuant to Article 192-1, paragraph 7 and Article 216-1 of the Company Act: (1) Acceptance of nominations shall be publicly announced prior to the date of suspension of changes to the shareholders register. (2) A roster of candidates shall be publicly announced 40 days prior to a regular shareholders meeting or 25 days prior to a special shareholders meeting. (3) Election results shall be announced 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.Electronic version of the annual report to shareholders and information on the relationships between the ten largest shareholders as listed on the annual report: To be filed at least two business days before the date on which the regular shareholders meeting is convened.
25.The English translation of the major agenda in a regular shareholders meeting: Submit 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.Perform public disclosure and filing as required by the Regulations Governing Public Tender Offers for Securities of Public Companies promulgated by the competent authority.
28.Information on accounting changes to be filed pursuant to the applicable regulations governing the preparation of financial reports adopted by the competent authority for the relevant industry: Input before the beginning of trading hours on the first business day following the passage of accounting changes by resolution of the board of directors. If the accounting changes have not been approved by the competent authority, filing shall be made before the beginning of trading hours on the first business day following the receipt of notification from the competent authority. In the case of a foreign issuer whose shares have no par value or a par value other than NT$10, for the calculation of the aforesaid paid-in capital, 2.5 percent of the net worth shall be substituted.
29.Any other information required on any matter as specified in a public announcement or notice by the GTSM shall be filed 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 preceding three paragraphs, a GTSM listed 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 file the information on business volume of each subsidiary set forth in paragraph 1, subparagraph 4 on behalf of its subsidiaries that fall within the scope of Article 2-1 of the Procedures for Verification and Disclosure of Material Information of GTSM Listed Companies. A financial holding company shall file the periodically disclosed information set forth in paragraph 1, subparagraphs 8 and 9 on behalf of its subsidiaries in accordance with the applicable rules set out by the competent authority.
A GTSM listed company that is a subsidiary of a parent company shall file the periodically disclosed information set forth in paragraph 1, subparagraphs 4, 8, and 9 on behalf of its parent that is neither TWSE-listed, nor GTSM-listed, nor registered as an Emerging Stock company. If the parent company is a foreign company, the information to be filed shall be the same as required for a foreign company issuing TDRs and the depositary bank therefor, and shall be filed by the GTSM listed company on behalf of the parent.
When a GTSM primary listed company files the required information pursuant to paragraphs 1 and 2, it 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 filing.
2.(Deleted)
3.The provisions regarding the filing of information on annual parent company only financial reports need not apply when a GTSM primary listed company files its financial information pursuant to paragraph 1, subparagraph 1.
4.(Deleted) |