|
Article 3
|
A TWSE listed company shall file with the TWSE the following periodically disclosed information by the deadlines set as follows:
- Balance sheet, comprehensive income statement, cash flow statement, statement of changes in equity, CPA audit or review report, name of CPA, and matters disclosed in the notes to the financial report: File by the deadlines for public disclosure and filing of financial reports as set in applicable laws and regulations. Any TWSE listed company that also issues securities outside of Taiwan shall simultaneously file the English version of the audit or review report issued by its certified public accountant (CPA) and the name of the CPA (the English name registered on the passport).
- (deleted)
- (deleted)
- Information on derivatives trading by the TWSE listed company and by any of its subsidiaries whose shares have not been publicly issued domestically: File information for the preceding month by the tenth day of each calendar month.
- Information on operating turnover and self-assessed income: File information on operating turnover for the preceding month by the tenth day of each calendar month. If the TWSE 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 make such public disclosure until the end of the current fiscal year. Information on self-assessed income that is publicly disclosed voluntarily shall be filed on the day of disclosure and shall be publicly disclosed continuously until the end of the current fiscal year, and the continuously disclosed information shall be filed by the end of the month next following the close of the current month (quarter) (the filing of the annual self-assessed income information may be postponed to no later than 45 days after the end of the current year). The self-assessed income information shall include the self-assessed operating income and income before tax up until the current month (quarter). If for any given quarter the discrepancy between the cumulative amount of the self-assessed income before tax and the figures as audited (reviewed) by the CPA reaches 10 percent and the monetary amount exceeds NT$50 million, the reason for the discrepancy shall be filed within 2 business days after the deadline for public disclosure of each quarterly financial report.
- Financial data and information: File information for the preceding month by the end of each calendar month.
- Statements of loaning of funds and endorsements and guarantees made by the TWSE listed company and its subsidiaries: File information for the preceding month by the tenth day of each calendar month.
- Any TWSE listed company that has invested in the Mainland Area shall file information on its Mainland Area investments: Filing shall be made by the deadlines for public disclosure and filing of the quarterly financial reports as set in applicable laws and regulations.
- Any TWSE listed company that has invested in an overseas subsidiary shall file information on its overseas subsidiary investments: Filing shall be made by the deadlines for public disclosure and filing of the quarterly financial reports as set in applicable laws and regulations.
- Explanations of material changes in financial ratios and financial analysis data: File by the deadline for public disclosure and filing of annual financial report as set in applicable laws and regulations.
- Any TWSE listed company that conducts a cash capital increase, issue of corporate bonds, or private placement of securities shall, upon effective registration, or within 10 days after the end of each quarter after full collection of proceeds, file the quarterly statements detailing the status of fund utilization.
For offering and issuance, or private placement, of domestic corporate bonds, a filing shall be made within 10 days after the close of each calendar month of any changes during the preceding month.
For offering and issuance, or private placement, of overseas stocks, depositary receipts, or corporate bonds , a filing 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 filing shall also be made within 5 days after the close of each month of any changes up to the end of the preceding month.
For offering and issuance, or private placement, of corporate bonds:
(1) within the duration from the issue date to the maturity date of the corporate bonds, file the self-assessed figures for the preceding quarter within one month after the end of each quarter (the filing of the annual self-assessed figures may be postponed to no later than 45 days after the end of fiscal year), and further file the actual figures at the same time when filing the financial report audited or reviewed by the CPA; (2) within the duration of the 1 year before the maturity date of the corporate bonds or the date on which a creditor may request redemption, additionally file the self-assessed figures for the preceding month by the end of each calendar month; (3) within the duration of the 6 months before the maturity date of the corporate bonds or the date on which a creditor may request redemption, the issuer shall file by the tenth day of each calendar month the sources of the funds, and specific explanations thereof, for the fundraising plan for corporate bond redemption and the method for custody of the funds so raised as required to be filed under Article 248, paragraph 1, subparagraph 5 of the Company Act.
- Information on the TWSE listed company and the corporate group to which it belongs: The filing period begins 1 month before the deadline for public disclosure and filing of each quarterly financial report, and filing shall be completed by the deadline for public disclosure and filing of the given quarterly financial reports. Information on any increases, decreases, or other changes in the company's affiliated enterprises shall be input within 2 days after the change.
- Any new appointment or dismissal of, changes in the shareholdings of, or creation or release of pledges on the shareholdings of, directors, supervisors, managerial officers, and shareholders holding more than 10 percent of the shares of the company (collectively, "insiders") and related persons thereof: (1) File information on any new appointment or dismissal of personnel under this subparagraph within 2 days after the occurrence of such appointment or dismissal; (2) file by the 15th day of each month any changes in the shareholding of personnel under this subparagraph during the previous month; (3) file information on the creation or release of any pledge of shareholding of any personnel under this subparagraph within 5 days after such creation or release of pledge.
"Related persons" in this subparagraph includes the spouses and minor children of insiders and any persons in whose name an insider holds stock. - (deleted)
- Consolidated balance sheet and consolidated statement of comprehensive income covering the TWSE listed company's affiliates and the CPA's secondary review report: File by the deadline for public disclosure and filing of the annual financial report as set in applicable laws and regulations.
- Table of maximum number and monetary amount of its own shares that the TWSE listed company can buy back: Input within 1 day after the deadline for filing each quarterly financial report.
- A TWSE listed company that issues employee stock option certificates shall file: (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, both domestic and overseas, who obtained stock option certificates the preceding fiscal year and as of the end of the preceding fiscal year. ; (3) apart from the personnel in item (2), names of the personnel, both domestic and overseas, 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, their total number of shares subscribable through stock option certificates acquired during the preceding fiscal year and as of the end of the preceding year, a summary of their acquisition of stock option certificates, and subscription of shares: file within 15 days after the close of each fiscal year; (4) status of subscription of stock option certificates by managerial officers and department and branch office chiefs, both domestic and overseas: file information for the preceding quarter within 10 days after the close of each quarter.
- Where any director, supervisor, or major shareholder holding 10 percent or more of a TWSE listed company is a juristic person, information on the directors, supervisors, and major shareholders holding 10 percent or more of such juristic person: File information on any changes by 31 July of each year.
- Information on the main current positions and main experience of any independent directors of the TWSE 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: File information on any changes for the preceding month by the 15th day of each month.
- Any TWSE listed company that issues securities domestically or overseas shall file its Declaration of Conversion of Domestic (Overseas) Securities Conversion: File information for the preceding month by the fifth day of each month.
- Distribution of employee bonuses to managerial officers: File distributions for the most recent fiscal year within 1 month after the close of each fiscal year.
- Information on the top ten suppliers/customers of goods of the TWSE listed company: File by the deadlines for public disclosure and filing of the quarterly financial reports as set in applicable laws and regulations.
- Basic data on the industrial classification of the TWSE listed company: File by the deadlines for public disclosure and filing of the quarterly financial reports as set in applicable laws and regulations.
- (deleted)
- Information on the remuneration of directors and supervisors: File by the tenth day of each July the information on remuneration paid to directors and supervisors for the most recent fiscal year; if the figure filed for any employee bonus distributed to directors is a proposed figure, the actual figure shall separately be filed within 10 days after the close of the fiscal year.
- Information on the liability insurance that the TWSE listed company carries on its directors and supervisors: File information on the insurance enrollment status for the preceding year within 15 days after the close of each fiscal year.
- Information on material transactions with the related parties: File by the end of following calendar month the information on the acquiring or disposing of assets, purchasing, sales, receivables, and payables with the related parties, after offsetting the transactions between the parent and the subsidiaries, as of the preceding month; if the discrepancy between the accumulated amount filed for each quarter and the figure audited (or reviewed) by the CPA reaches 10 percent and exceeds NT$50 million, the reason for the discrepancy shall be filed within 15 days after the deadline for the public disclosure of the financial report for the current quarter.
- Monthly report on the liquidity of stocks in Taiwan of a foreign issuer that is a TWSE primary listed company, and monthly report on the liquidity of bonds in Taiwan of the foreign issuer: File information for the preceding month by the tenth day of each calendar month.
- Information on the annual statement of internal controls: The statement of internal controls shall be filed within 4 months after the close of the fiscal year.
- Any other information required on any matter as specified in a public announcement or notice letter by the TWSE shall be filed by the deadline specified in the public announcement or notice letter.
Non-periodically disclosed information that a TWSE listed company is required to file with the TWSE and the deadlines for filing the information are as follows:
- 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.
- Basic data and capital formation process of the TWSE listed company: Input within 2 days after changes of basic data or completion of capitalization amendment registration.
- Update of the number of shares for the TWSE listed company's common shares, preferred shares, preferred shares with warrants, and certificates carrying rights to convert bonds into shares: Input within 1 day after the TWSE's approval. If instruments such as employee stock warrants or convertible corporate bonds are converted into common shares, by the fifth day of each month the company shall carry out operations to update the number of its common shares with respect to the number of common shares into which such instruments were converted in the previous month. The effective date shall uniformly be set as the 15th day of each month or the next business day.
- Financial forecast information: Public disclosure and filing obligations are the same as are set forth in the Regulations Governing the Publication of Financial Forecasts of Public Companies adopted by the competent authority.
- Material information falling within the scope of the provisions of the TWSE Procedures for Verification and Disclosure of Material Information of Companies with TWSE listed Securities shall be input by the deadlines set forth in those Procedures.
- Table of overseas Chinese and foreign investment and shareholdings: 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 TWSE listed company, (7) initial listing or listing upon conversion into a newly incorporated company, and (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.
- For cash capital increase, or issuance of corporate bonds, the basic information on the plans, items in the plan and efficiency for the funds utilization plan shall be input within 2 days after approval by the competent authority, and shall be updated within 2 days after any change in relevant information.
For a private placement of securities: (1) except in the case of straight corporate bonds, matters required to be thoroughly explained at a shareholders meeting shall be filed within 2 days from the board of directors resolution date; (2) relevant information shall be filed within 2 days from the actual price determination date for the private placement and within 15 days from the date that the share price or subscription price has been paid; (3) if a placee is an insider of the company, and has sold his or her own company shares within 3 months before or after the day when the share price or subscription price has been paid, the relevant information shall be filed within 15 days from the day when the share price or subscription price has been paid, or within 2 days from the day of occurrence of the event.
Those that offer and issue, or privately place, of corporate bonds shall, within 2 days from the day the raising of the funds is completed, or 15 days from the day the price for private placement has been paid, file the information related to the issuance of bonds and 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. - Public disclosure and filing of the date of holding a shareholders' meeting: Input 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 46, paragraph 1 of the TWSE 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. A company whose fiscal year is the calendar year shall by 15 March of each year, and a company whose fiscal year is not the calendar year shall within 75 days after the close of its fiscal year, preliminarily proceed to file the date for holding of the shareholders' meeting for the current year. If, after filing, there is any change to the date on which the meeting is to be held, the already filed date shall be amended before the public disclosure and filing of the regular shareholders' meeting.
- Public disclosure and filing of the record date fixed by the company for distribution of dividends, bonuses or other benefits: Input at least 12 trading days before the date of suspension of changes to entries in the shareholders' register.
Public disclosure and filing of a cash capital increase shall be input by the aforesaid time, and the subscription price shall be input in a supplementary manner 5 business days before the ex-rights date. - Table of shareholding dispersion of the TWSE listed company: Input within 20 days after the regular shareholders' meeting or special shareholders' meeting.
- Matters required to be publicly disclosed and filed by the company pursuant to the provisions of the competent authority's Regulations Governing Share Repurchase by Exchange-Listed and OTC-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 above 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 full names and the numbers of shares subscribed by managerial officers and the top 10 employees.
- Issuance of employee stock option certificates: (1) Basic information shall be input on the day following the date of receipt of the effective registration from the competent authority; (2) aggregate information including the total number of shares for which they are issued, and information such as the names of managerial officers and department and branch office chiefs, both domestic and overseas, who have obtained stock option certificates, and the stock option certificates obtained thereby, shall be input on the issuance date and on the next day following the time of expiration of the issuance period; (3) any change to the issuance data shall be input within 2 days; (4) within 2 days after the date 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: (1) On the day following the date 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; (2) on the day following the date of issuance of the new shares, the company shall input the information on the issue; (3) 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; (4) on the day following any recall or repurchase of the shares, the company shall input the information on the recall or repurchase. - Explanatory chart of changes in major subsidiaries: The reasons for the change shall be input within 2 days after the actual date of the change occurs, and the chart and related evidentiary documents shall be submitted in a report to the TWSE within 5 days after the change.
- 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 filing system designated by the TWSE, 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 filing system designated by the TWSE, 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.
- Relevant information on related parties of directors, supervisors, the general manager, and financial accounting officers of the TWSE listed company: Input within 20 days after the regular shareholders meeting and within 2 days after any change in any of the above personnel.
- Electronic files required to be filed as set out in the competent authority's Regulations Governing Content and Compliance Requirements for Shareholders Meeting Agenda Handbooks of Public Companies.
- (deleted)
- Any matter required to be publicly disclosed and filed pursuant to Articles 24, 30, and 31 of the competent authority's Regulations Governing the Acquisition and Disposal of Assets by Public Companies and Articles 22 and 25 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
- Information on acquisition or disposal of privately placed securities by the TWSE listed company or a subsidiary thereof: Input within 2 days after the date of occurrence of the event.
- Information on the establishment of functional committees pursuant to the Securities and Exchange Act: (1) Establishment or abolishment of a functional committee; (2) Any appointment (or election) of or change in committee members; (3) Adoption of or change to any relevant regulations or rules; (1) to (3) shall be input within two days after the day of occurrence of the fact; (4) the operation status of the functional committee shall be filed by the 15th day of the following month after the convening of the committee.
- Correction or supplementation of the financial report: If there is any matter that is required to be corrected or supplemented in the CPA-audited (or reviewed) financial report publicly disclosed and filed by a TWSE listed company and such matter must be made public and known to the investors, and the requirement has not yet been triggered to restate the financial report under Article 6 of the Securities and Exchange Act Enforcement Rules is not yet met, the relevant information shall be input within 2 days after the occurrence of the fact.
- The information regarding the directors and supervisors (including independent directors) nominated pursuant to Article 192-1, paragraph 7 and Article 216-1 of the Company Act: (1) publicly announce the opening of nominations before the last day when the shareholders roster may be changed; (2) publicly announce the candidate list 40 days before the convening of a regular shareholders meeting, or 25 days before a special shareholders meeting; (3) the election results shall be publicly announced within 2 days following the election.
- The content of any proposal that has been proposed by a shareholder under Article 172-1 of the Company Act and has been placed on the shareholders' meeting agenda by the board of directors: Input 30 days prior to the regular shareholders' meeting.
- Information on the electronic file for the annual report to the shareholders meeting, and the relation between the 10 major shareholders as listed in the annual report: File at least 2 business days prior to the convening of the regular shareholders' meeting.
- Information in English on the major agenda items in a regular shareholders meeting: File within 2 days following the adjournment of the regular shareholders meeting.
- Information on the internal control special audit report: Filing shall take place within 2 days after receiving the special audit report, following an order of the competent authority or a TWSE requirement that a CPA be engaged to perform an internal control special audit.
- Perform public disclosure and filing as required by the Regulations Governing Public Tender Offers for Securities of Public Companies adopted by the competent authority.
- Information on accounting changes to be filed pursuant to Article 6 of the competent authority's Regulations Governing the Preparation of Financial Reports by Securities Issuers: Within 2 days after the day an accounting change is submitted to and passed by resolution of the board of directors, input the line items affected by the accounting change and the estimated effect, and by the end of February of the fiscal year in which the new accounting policy or accounting estimates are adopted, file information on the actual effect of the accounting change and the reason for the discrepancy. If the aforementioned accounting change occurs after the beginning of a fiscal year, the line items so affected and the actual effect shall be input within 2 days after the day the accounting change is submitted to and passed by resolution of the board of directors. 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 5 percent of share capital, 2.5 percent of the equity attributable to owners of the parent shall be substituted.
- Any other information required on any matter as specified in a public announcement or notice letter by the TWSE shall be file by the deadline specified therein.
Periodically disclosed information that a securities investment trust enterprise listing beneficial certificates of a closed-end securities investment trust fund (hereinafter, "closed-end fund") shall file with the TWSE and the deadlines for filing the information are as follows:
- If it is an initial listing, the basic data of the closed-end fund shall be filed in advance.
- Net asset value per beneficial unit of the closed-end fund: Before market opening of each business day, file the data for the preceding business day.
- Industry sector investment proportions of the closed-end fund: Before market opening of the first business day of each week, file the data for the preceding week.
- Names of the five individual stocks in which the closed-end fund has the most shareholding and the proportion of its aggregate shareholding therein to the net asset value of the fund: File information for the preceding month by the tenth day of each month.
- Content and proportions of investments in individual stocks by the closed-end fund: file the data for the preceding quarter by the tenth day of the first month of each quarter .
- Annual report of the closed-end fund: File within 2 months after the close of each fiscal year.
Non-periodically disclosed information that a securities investment trust enterprise listing beneficial certificates of a closed-end fund shall file with the TWSE and the deadlines for filing the information are as follows:
- Public disclosure and filing of matters related to the convening of the beneficiaries' meeting: Input at least 12 business days before the suspension of changes to entries in the register of beneficiaries.
- Public disclosure and filing of resolutions of the beneficiaries' meeting or other related matters: File within 2 days after the occurrence of the event.
- Public disclosure of the period of suspension of entries to the register of beneficiaries or the record date for distribution of income: Input at least 12 business days before the suspension of changes to entries in the register of beneficiaries or the record date for the distribution.
- Material information falling within the scope of the TWSE Procedures for Verification and Disclosure of Material Information of Securities Investment Trust Companies With TWSE listed Securities Investment Trust Funds: File before the commencement of trading hours on the business day next following the date of occurrence of the event or date of the media reportage.
Periodically disclosed information that a securities investment trust enterprise listing beneficial certificates of an exchange-traded securities investment trust fund (hereinafter, "ETF") shall file with the TWSE and the deadlines for filing the information are as follows:
- If it is an initial listing, the basic data of the ETF and its net asset value per beneficial unit, total number of beneficial units, and net asset value of the fund as of 1 day prior to listing shall be filed 1 day prior to listing.
- Net asset value per beneficial unit of the ETF: Before market opening each business day, file the data for the preceding business day.
- Estimated net asset value per beneficial unit of the ETF during intraday trading: File the real-time market value according to the frequency of the updating of the TWSE Market Information System website. However, if the ETF holds foreign securities, use the real-time market value from during the trading hours of the place where the foreign security is listed, and file it according to the frequency of the updating of the TWSE Market Information System website.
- Industry sector investment proportions of the ETF: Before market opening the first business day of each week, file the data for the preceding week.
- Names of the five individual stocks in which the ETF has the most shareholding and the proportion of its aggregate shareholding therein to the net asset value of the fund: File information for the preceding month by the tenth day of each month .
- Net asset value per beneficial unit of the ETF and the cumulative degree of fluctuation of the index it tracks as of the preceding month for the past 3 months, 6 months, and 1 year, and since the beginning of the current fiscal year, and since listing: Input by the tenth day of each month.
- Content and proportions of investments in individual stocks by the ETF: File information for the preceding quarter by the tenth day of the first month of each quarter.
- Periodically disclosed information that a securities investment trust enterprise listing a linked ETF("linked ETF") as specified in Article 37, paragraph 3 of the Regulations Governing Securities Investment Trust Funds shall file with the TWSE and the deadlines for filing the information are as provided in the following items, and the preceding seven subparagraphs shall not apply:
- If it is an initial listing, the basic data of the ETF and its net asset value per beneficial unit, total number of beneficial units, and net asset value of the fund as of 1 day prior to listing shall be filed: input 1 day prior to listing.
- Net asset value per beneficial unit and degree of fluctuation thereof: Before market opening each business day, file the data for the preceding business day.
- Estimated net asset value per beneficial unit of the linked ETF during intraday trading: Use the real-time market value from during the trading hours of the place of registration or listing of the offshore ETF that is linked to, and file it according to the frequency of the updating of the TWSE Market Information System website.
- Net asset value per beneficial unit, and degree of fluctuation thereof, of the offshore ETF that is linked to: Before market opening of each business day, file the data for the preceding business day.
- Closing price, and degree of fluctuation thereof, of the offshore ETF that is linked to: Before market opening of each business day, file the data for the preceding business day.
- Industry sector investment proportions of the offshore ETF that is linked to as reported at its place of registration or listing: File with the TWSE by the same deadline as for filing by such offshore ETF.
- Name of each individual stock held by the offshore ETF that is linked to as reported in the place of registration or listing, and the share of the fund's total net asset value contributed by the sum of each individual stock: File with the TWSE by the same deadline as for filing by such offshore ETF.
- Investment portfolio of the linked ETF, and the share of the fund's net asset value contributed by each investment item:
- Before market opening on the first business day of each week, file the data for the preceding week.
- When filing under item 6 the industry sector investment proportions of the offshore ETF that is linked to, file the data for the same period together therewith.
- When filing under item 7 the name of individual stocks within the offshore ETF that is linked to and the share of the fund's total net asset value contributed by the sum of each individual stock, file the data for the same period together therewith.
- Cumulative degree of fluctuation of the net asset value per beneficial unit of the linked ETF as of the preceding month for the past 3 months, 6 months, and 1 year, and since the beginning of the current year, and since listing: Input by the tenth day of each month.
- Cumulative degree of fluctuation of the underlying index of the linked ETF as of the preceding month for the past 3 months, 6 months, and 1 year, and since the beginning of the current year, and since listing: Input by the tenth day of each month.
- Annual report of the linked ETF: File within 2 months following the close of each fiscal year. A Chinese translation of the important content of the annual financial report of the offshore ETF that is linked to shall also be submitted. The Chinese translation shall at least contain the CPA's audit report and financial statement. If the point of time for the disclosure of the annual report of the offshore ETF that is linked to as required by the place of registration or listing is later than the 2 months following the close of Taiwan's fiscal year such that it is impossible to disclose in Chinese translation the important content of the annual financial report of the offshore ETF, the securities investment trust enterprise shall within 2 months following the close of the fiscal year file and publicly disclose the fund's financial report in the required format, and shall, within 2 days following the disclosure of the offshore fund's annual financial report, submit the Chinese translation of the important content in the annual financial reports of the offshore fund that is linked to, and file and publicly disclose again the fund's annual financial report.
When filing any information pursuant to the provisions of paragraphs 1 and 2, a TWSE listed company shall comply with the following provisions:
- The filing deadline for the above-mentioned information shall be based on Taiwan time, and the filing shall be made in Chinese, provided that it may be accompanied by an English version. A TWSE primary listed company may engage a litigious and non-litigious agent to handle information filing on its behalf.
- (deleted)
- When a TWSE primary listed company files financial report information pursuant to paragraph 1, subparagraph 1, the provisions regarding the filing of annualparent company only financial reports need not apply.
- (deleted)
A TWSE secondary listed company shall file periodically disclosed information to the TWSE in the manner specified in the following subparagraphs:
- Consolidated financial report, the condensed balance sheet, and condensed statement of comprehensive income: Public disclosure shall be made at the same time as is required by the laws and regulations of the home country or country of listing of the foreign issuer, provided that the annual data shall be filed no later than 6 months after the close of each fiscal year. If the laws or regulations of the home country or country of listing of the foreign issuer do not have such requirement and the foreign issuer voluntarily discloses the first and third quarter financial reports, it shall disclose complete financial reports and continue to produce such reports during the listing period of the Taiwan Depositary Receipts (TDRs), and shall also public disclose the reports at the same time.
- Explanations of material changes in financial ratios and financial analysis data of the foreign issuer: Input at the same time as the public disclosure of the annual financial report for the home country or country of listing.
- Information on shareholding of juristic-person directors, supervisors, or major shareholders holding 10 percent or more, of the foreign issuer: Input within 1 month after the regular or special shareholders meeting, provided that if an earlier deadline for public disclosure and filing is imposed under the laws or regulations of the home country or country of listing, public disclosure and filing with the TWSE shall be done at the same time as required by those laws or regulations.
- Information on the remuneration of directors and supervisors of the foreign issuer: Input at the same time as the public disclosure of the annual report for the home country or country of listing.
- The closing price and trading volume on the foreign securities exchange or securities market of the securities represented by the TDRs, and Taiwan's foreign exchange market interbank closing rate for the preceding business day: Input on the "current (same) day" as the closing information for the foreign securities exchange or securities market.
- Number of units of TDRs redeemed after issuance: File information for the preceding month by the tenth day of each calendar month.
- A foreign issuer that has obtained effective registration for a plan for sponsoring the issuance of TDRs through cash capital increase shall file quarterly statements of its utilization of the funds, and request the original lead underwriter to produce an assessment opinion with respect to the progress of implementation of the fund utilization plan and the reasonableness of the purpose of the unused funds: (1) Input the statement within 10 days after the end of each quarter; (2) if there is any change in the plan, input the changed content within 2 days. If the secondary listed company has issued bonds in Taiwan, it shall, for the duration of the corporate bonds in the period of 6 months before the maturity date or the date that creditors may request redemption, input by the tenth day of each month the plan for raising the funds needed to repay the corporate bonds, the method for custody of the funds, and the source of the funds and specific explanations thereof.
- Monthly Report on the Liquidity and Redemption of Taiwan Depositary Receipts: File information for the preceding month by the tenth day of each calendar month.
- Information with respect to other circumstances as announced or notified in writing by the TWSE shall be filed within the time limit set out in the announcement or written notification.
A TWSE secondary listed company shall file non-periodically disclosed information to the TWSE in the manner specified in the following subparagraphs:
- 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.
- Basic information and capital formation process of the foreign issuer: Input within 2 days after completion of capitalization amendment registration in the home country or country of listing.
- Public disclosure and filing of acquisition or disposal of assets by the foreign issuer: Publicly disclosed at the same time as is required by the laws and regulations of the home country or country of listing of the foreign issuer.
- Public disclosure and filing of the holding of a shareholders' meeting of the foreign issuer (including general meetings of beneficiaries): Input at least 12 trading days before the date of suspension of changes to entries in the shareholders' register or the register of holders of TDRs or bonds, and the public disclosure and filing of special shareholders meetings shall be input at least 5 trading days before the date of suspension of changes to entries in the register of holders, provided that if an earlier deadline for public disclosure and filing is imposed under the laws or regulations of the home country or country of listing, public disclosure and filing with the TWSE shall be done at the same time as required by those laws or regulations.
- Public disclosure and filing of the record date fixed by the foreign issuer for distribution of dividends, bonuses or other benefits: Input at least 12 trading days before the date of suspension of changes to entries in the shareholders' register or the register of holders of TDRs or bonds, provided that if an earlier deadline for public disclosure and filing is imposed under the laws or regulations of the home country or country of listing, public disclosure and filing with the TWSE shall be done at the same time as required by those laws or regulations.
- Table of dispersion of shareholding or of TDRs of the foreign issuer: Input within 20 days after the regular shareholders' meeting or special shareholders' meeting, provided that if an earlier deadline for public disclosure and filing is imposed under the laws or regulations of the home country or country of listing, public disclosure and filing with the TWSE shall be done at the same time as required by those laws or regulations.
- Shareholders meeting annual report and meeting materials of the foreign issuer: Publicly disclose at the same time as any deadline that is imposed for publication and for filing to the competent authority, securities exchange, or securities market under the laws and regulations of the home country or country of listing of the foreign issuer.
- Table of overseas Chinese and foreign investment and shareholdings: Input at the time of (1) distribution of shares for capital increase, (2) reissue within the original issuance amount, (3) capital reduction, (4) merger or consolidation, (5) issuance of bonus shares, (6) initial listing, and (7) 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.
- Material information as regulated under the TWSE Procedures for the Verification and Public Disclosure of Material Information of Companies with Listed Securities: The content and an explanation of relevant information shall be input into the Internet information filing system designated by the TWSE by the deadline required under those Procedures.
- Repurchase of TDRs by a foreign issuer: Input upon the resolution to repurchase, the expiration of the repurchase period or completion of repurchase, or when the repurchased TDRs have cumulatively reached 2 percent of the total number of already issued TDRs or the number of outstanding units is less than 12 million units.
- Plan for sponsoring the issuance of TDRs through cash capital increase: Input the plan's basic information for the filing of cash capital increase within 1 day after receiving permission from the competent authority, and immediately update any changes to any relevant information upon occurrence.
- Financial and business information disclosed in an investor conference: A TWSE secondary listed company shall comply with the provisions of paragraph 2, subparagraph 14 of this article.
- Information with respect to other circumstances as announced or notified in writing by the TWSE shall be filed within the time limit set out in the announcement or written notification.
The foreign issuer, in accordance with paragraph 7 and paragraph 8, shall input any information required under any of the preceding subparagraphs into the Internet information filing system designated by the TWSE. The content of the report may follow the scope permitted by the laws and regulations of the foreign issuer's home country or country of listing, but the rest of the content of the primary version of the report shall be in Chinese, to which an English version may additionally be attached, with the exception of the content under subparagraph 11 of the preceding paragraph, which shall be input both in Chinese and English versions. The foreign issuer may also authorize its agent in the Republic of China to handle the filing of information to the TWSE. No misrepresentation, nondisclosure, or misleading presentation may be included in either the Chinese or English filed content referred to above.
Non-periodically disclosed information that a securities investment trust enterprise listing beneficial certificates of an ETF is required to file with the TWSE and the deadlines for filing the information are as follows:
- Public disclosure and filing of matters related to convening of the beneficiaries' meeting: Input at least 12 business days before the suspension of changes to entries in the register of beneficiaries.
- Public disclosure and filing of resolutions of the beneficiaries' meeting or other related matters: File within 2 days after occurrence of the event.
- Public announcement of the period of suspension of entries to the register of beneficiaries or the record date for distribution of income: Input at least 12 business days before the suspension of changes to entries in the register of beneficiaries or the record date for the distribution, or simply first input, by the aforesaid time, the date for the distribution of annual income, and, at least 2 business days before the ex-dividend date, input the amount of the distribution of annual income.
- Material information falling within the scope of the TWSE Procedures for Verification and Disclosure of Material Information of Securities Investment Trust Companies with TWSE Listed Securities Investment Trust Funds and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds: File before the commencement of trading hours on the business day next following the date of occurrence of the event or date of the media reportage.
Paragraph 5, subparagraphs 1 to 7 and all subparagraphs of the preceding paragraph shall apply mutatis mutandis to periodically and non-periodically disclosed information that the master agent of an offshore fund institution with a TWSE listed offshore ETF is required to file with the TWSE. Filing deadlines for such master agents shall be based on Taiwan Standard Time, and the content of its reports shall be in the Chinese language. However, in the case of the mutatis mutandis application of paragraph 5, subparagraph 3 regarding the estimated net asset value per unit of an offshore ETF during intraday trading, it shall be entered into the TWSE Market Information System website during the trading hours of the place of registration or listing, based on the filing deadlines and content of the place of registration or listing.
If due to special circumstances the master agent of an offshore fund institution is unable to report according to the deadlines set forth in the preceding paragraph, after the TWSE grants approval, the master agent may delay filing until the deadline separately set by the TWSE.
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 Companies with Listed Securities.
If the TWSE listed company is an investment holding company or a financial holding company, it shall file information on the operating turnover of each subsidiary set forth in paragraph 1, subparagraph 5 of this Article on behalf of its subsidiaries that meet the criteria in Article 2-1 of the Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities. A financial holding company shall file the periodically disclosed information set forth in paragraph 1, subparagraphs 11 and 13 of this Article on behalf of its subsidiaries pursuant to relevant regulations provided by the competent authority.
A TWSE listed company that is a subsidiary of a parent company shall file the periodically disclosed information set forth in paragraph 1, subparagraphs 5,11, and 13 on behalf of its non-TWSE listed parent. 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 TWSE listed company on behalf of the parent. "Subsidiary" means a subsidiary as defined in Article 4, subparagraph 4, items 1 to 3 of the Financial Holding Company Act, or any other subsidiary that the certifying CPA of the financial holding company deems to have a material effect on the financial report.
|