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Article 3
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Periodically disclosed information that listed stock companies are required to report to this Corporation and the deadlines for reporting the information are as follows:
1. Balance sheet, income statement, cash flow statement, and matters disclosed in the notes to the financial statements (related party transactions, loans of funds, endorsements and guarantees, and acquisition or disposal of real property): the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; the deadline for data for the first and third quarters is one month from the end of the quarter.
2. Statement of changes in shareholders' equity: the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester.
3. Audit or review report prepared by the certified public account (CPA) and name of the CPA: a CPA audit report and name of the certifying CPA shall be input for the fiscal year and the fiscal semester; the deadline for annual data is four months from the close of each fiscal year; the deadline for semi-annual data is two months from the close of each fiscal semester; a CPA review report and name of the certifying CPA shall be input for the first and third quarters, and the deadline shall be one month from the end of the quarter.
4. Information for listed companies and subsidiaries thereof engaging in derivatives trading: by the 10th day of each calendar month, report the information for the preceding month.
5. Table of operating turnover, balances of endorsements, guarantees, and extension of monetary loans, and itemized operating revenues for all goods and business: by the 10th day of each calendar month, report the information for the preceding month; if a portion of the monetary amount of operating revenue reported by a shipping enterprise or financial 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; 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.
6. Information on acquisition or disposal of assets by the listed company and subsidiaries: by the 15th day of each calendar month, report the information for the preceding month.
7. Table of limit amounts and itemized details of endorsements and guarantees and data on loans of funds: 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.
8. Any listed 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; 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.
9. Any listed 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; the deadline for semi-annual data is two months from the close of each fiscal semester.
10. Explanations of material changes in financial ratios, financial analysis data: the deadline is four months from the close of each fiscal year.
11. Any listed stock company that has obtained effective registration or applied and obtained approval for a cash capital increase, issue of domestic corporate bonds (including convertible corporate bonds and corporate bonds with warrants), or issue of overseas stocks, depositary receipts, or corporate bonds (including convertible corporate bonds and corporate bonds with warrants) shall report quarterly fund utilization statements: (1) the statements shall be input within 10 days from the end of each quarter; (2) information on any changes by resolution of the board of directors shall be input within two days. For issues of domestic corporate bonds (including convertible corporate bonds and corporate bonds with warrants), or overseas stocks, depositary receipts, or corporate bonds (including convertible corporate bonds and corporate bonds with warrants), a report shall be made within 10 days of the close of each calendar month of any changes during the preceding month.
12. Relevant information on the listed company and the corporate group to which it belongs: the company shall report this information within one month before 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. Changes in or pledges of shareholdings of directors, supervisors, managerial officers, and shareholders holding more than 10 percent of the shares of the company: 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 of such creation or release.
14. Operations overview and organizational chart of affiliated enterprises of the listed company: report within four months of the close of the fiscal year.
15. Consolidated balance sheet and consolidated income statement of affiliates of the listed company and CPA check report: report within four months of the close of the fiscal year.
16. Table of maximum number and monetary amount of its own shares that the listed company can buy back: input within one day from the deadline for reporting each quarterly financial report.
17. Any listed stock company that issues employee stock option certificates shall report:(1) information on executed and unexecuted employee stock option certificates for the preceding fiscal year; (2) names, stock option certificates acquired, and subscription status of managerial officers and department or branch institution supervisors who obtained stock option certificates the preceding fiscal year; (3) apart from the personnel in item (2), for personnel who rank among the top ten in terms of the number of shares to which they have subscription rights through employee stock option certificates acquired during the preceding fiscal year, and whose total such subscription rights are NT$30 million or more, the names of the personnel and their total number of shares subscribable through stock option certificates acquired during the preceding fiscal year, cumulative number of shares subscribable through options, and number of shares already subscribed through options: report within 15 days of the close of each fiscal year; (4) status of subscription of stock option certificates by managers and by department and branch office chiefs: report the information for the preceding quarter within 10 days from the close of each quarter.
18. Where any director, supervisor, or major shareholder holding 10 percent or more of listed company is a juristic person, information on the directors, supervisors, and major shareholders holding 10 percent or more of such juristic person: report information on any changes by 31 July of each year.
Non-periodically disclosed information that listed stock companies are required to report to this Corporation and the deadlines for reporting the information are 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.
2. Capital formation process of the listed company: input within one day from completion of capitalization amendment registration.
3. Update of the number of shares for the listed company's common shares, preferred shares, preferred shares with warrants, and certificates carrying rights to convert bonds into shares: input within one day from this Corporation's approval.
4. Financial forecast information: announcement and reporting obligations are the same as are set forth in the Criteria Governing the Public Disclosure of Financial Forecast Information by Public Companies promulgated by official letter of the Competent Authority.
5. Material information falling within the scope of the provisions of the Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Listed Companies shall be input by the deadlines set forth in those Procedures.
6. Table of investment and shareholdings by overseas Chinese and foreign persons: input at the time of initial public offering or when shares of a listed company go ex rights for capital increase or capital reduction.
7. Domestically issued corporate bonds (including convertible corporate bonds and corporate bonds with warrants), certificates carrying rights to convert bonds into shares, certificates evidencing payment of shares, and overseas-issued stocks, depositary receipts, and corporate bonds (including convertible corporate bonds and corporate bonds with warrants): basic information shall be input within one day from approval by the competent authority, and shall be immediately updated upon any change in relevant information.
8. Announcement and reporting of the date of the regular shareholders' meeting: shall be reported by submission of the information to this Corporation at least 12 trading days before the commencement date of the share transfer prohibition period, and shall be input within two days after reporting.
9. Announcement and reporting of the record date fixed by the company for distribution of dividends, bonuses or other benefits: shall be reported by submission of the information to this Corporation at least 12 trading days before the date of suspension of changes to the shareholders' roster, and shall be input within two days after reporting. However, if there exists any circumstance referred to in the proviso of Article 46, Paragraph 1 of this Corporation's Operating Rules and notification is given via mail, the company may give supplemental notice of such information to this Corporation by mail at least 40 days prior to the shareholders' meeting, and shall still input it within two days after reporting.
10. Table of shareholding dispersion of the listed company: input within 20 days from the regular shareholders' meeting or special shareholders' meeting.
11. Matters required to be announced and reported pursuant to the provisions of the competent authority's Regulations Governing Share Repurchase by Listed and OTC Companies.
12. Issuance of employee stock option certificates: basic information shall be input within one day from approval by the competent authority; information such as the total number of shares for which they are issued, and information such as the names of managers and department and branch office chiefs who have obtained stock option certificates, and the stock option certificates obtained thereby, shall be input within one day from issuance; itemized information such as the status of subscription shall be input within one day from subscription by stock option holders.
A securities investment trust enterprise listing beneficiary certificates shall input an itemized table of shareholding by the 10th day of each month; if it is an initial listing, basic data shall be reported in advance.
A listed company that is an investment holding company or financial holding company shall also compile and report on behalf of its subsidiaries the relevant information set forth in the Guidelines for Internet Reporting of Disclosed Information of Public Companies.
A listed company that is a subsidiary of a parent company shall report the periodically disclosed information set forth in Subparagraphs 5,11, and 13 of Paragraph 1 on behalf of its non-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 listed company on behalf of the parent.
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Article 6
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If a listed securities company violates these Regulations, or discovers on its own after the deadline for reporting that reported information was erroneous and applies to make corrections, this Corporation may impose a breach penalty of NT$10,000; provided, however, that if the error or omission was discovered by the Competent Authority, this Corporation, or an investor and is verified upon investigation, a breach penalty of NT$50,000 shall be imposed. In all cases, the company shall furthermore be notified via letter to make supplementations or corrections within two days after delivery of the letter. A company failing to make supplementations or corrections by the deadline shall be subject to a further breach penalty of NT$10,000 for each trading day beyond the deadline until the time of supplementation or correction. In serious cases, this Corporation may make dispositions pursuant to Article 49 or Article 50 of this Corporation's Operating Rules.
Breach by a listed company in the input of material information shall additionally be handled under Article 9 of this Corporation's Procedures for Verification and Disclosure of Material Information of Listed Companies.
By the 10th day of each month, this Corporation shall publicly announce on the centralized securities exchange market the circumstances of all breach penalties imposed during the preceding month for violations of these Regulations by listed companies, and shall forward notice of the same to the Competent Authority.
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