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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. Any listed company that has issued securities overseas shall simultaneously report the English language version of its cash flow statement.
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. Any listed company that has issued securities overseas shall simultaneously report the English language version of its statement of changes in shareholders' equity.
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. Any listed company that has issued securities overseas shall also simultaneously report the English language version of the CPA audit or review report and the name of the certifying CPA (the English name registered on the passport).
4. Information on any derivatives trading engaged in by the listed company and by any of its subsidiaries whose shares have not been publicly issued domestically: by the 10th day of each calendar month, report the information for the preceding month.
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. In addition, a listed company shall report the above-specified information on behalf of its major subsidiary(ies), and together therewith shall disclose the respective monetary amounts and ratios of sales between the listed company and its major subsidiary(ies). 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 major 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; if the company has already published its financial forecast for the current fiscal year, it shall report the above-specified information not yet audited by a CPA within one month from the close of the fiscal year; if the difference between the profit/loss on investment stated in the publicly announced and reported annual financial report and the information not yet audited by a CPA reaches 20 percent or more and is of an amount of not less than NT$30 million and 0.5 percent of the capital stock stated on the financial report, it shall report the monetary amount of the difference and the reason; the deadline for semi-annual data is 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; in addition, if the company has already published its financial forecast for the current fiscal year, it shall report the above-specified information not yet audited by a CPA within one month from the close of the fiscal year; if the difference between the profit/loss on investment stated in the publicly announced and reported annual financial report and the information not yet audited by a CPA reaches 20 percent or more and is of an amount of not less than NT$30 million and 0.5 percent of the capital stock stated on the financial report, it shall report the monetary amount of the difference and the reason; the deadline for semi-annual data is 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.
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. For issues of overseas stocks,depositary receipts, or corporate bonds (including convertible corporate bonds and corporate bonds with warrants), a report shall be made by the 20th day of each month of any changes up to the 15th day of that current month, and an additional report shall also be made within 5 days from the close of each month of any changes up to the end of the preceding month.
Financial information required to be reported by issuers of corporate bonds: (1) during the duration of the corporate bonds from the issue date to the maturity date, the unaudited figures for the preceding quarter shall be input within 10 days from the end of each quarter, and the actual figures shall be input at the same time as the CPA-audited or CPA-reviewed financial report is input; (2) during the duration of the corporate bonds in the period of one year before the maturity date or the date that creditors may request redemption, the unaudited figures for the preceding month shall additionally be input by the 10th day of each month.
An issuer of corporate bonds, during the duration of the corporate bonds in the period of six months before the maturity date or the date that creditors may request redemption, shall input by the 10th day of each month the source(s), and specific explanations thereof, of the redemption funds raised and kept in custody for redemption of the corporate bonds as required to be filed under Article 248, paragraph 1, subparagraph 5 of the Company Act.
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. Also, within five days after the deadline for reporting of each quarterly financial statement, complete the reporting of information relating to non-current equity investments and significant transactions.
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 managerial officers 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 a 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.
19. Information on the main current positions and main experience of any independent directors and independent supervisors of the listed company, and whether they serve as a director or supervisor in any other company(ies), and the board meeting attendance and continuing education record of all directors and supervisors: by the 15th day of each month, report the information on any changes for the preceding month.
20. Any listed stock company that issues securities domestically or overseas shall report its Declaration of Conversion of Domestic (Overseas) Securities Conversion: report the information for the preceding month by the fifth day of each month.
21. Distribution of employee bonuses to managerial officers: report distributions for the most recent fiscal year within one month from the close of each business year.
22. Information on the top ten suppliers/customers of goods of the listed company: the deadline for the annual data is four months from the close of each business year; the deadline for the semi-annual data is two months from the close of each fiscal semester; the deadline for the data for the first and third quarters is one month from the close of the quarter.
23. Basic data on the industrial classification of the listed company: the deadline for reporting is the same that set out in subparagraph 22 above.
24. Information on private placement of securities: within two days from the date of sending the notice of the shareholders' meeting, the particulars required to be publicly announced and reported under Article 43-6, paragraph 6, of the Securities and Exchange Act; the information required to be reported within two days from the private placement price determination date and within 15 days from the time the private placement price has been collected in full; and within 10 days after the close of each quarter, a quarterly report on the status of utilization of the funds raised by the private placement of securities.
25. Information on the remuneration of directors and supervisors: by the 10th day of each July, report the emoluments and compensation paid to directors and supervisors for the most recent fiscal year, and any remuneration distributed out of surplus and any employee bonus distributed [or proposed to be distributed] to directors for the most recent fiscal year; if the figure reported for any aforesaid employee bonus distributed to directors is a proposed figure, the actual figure shall separately be reported within 10 days after the close of the business year. Companies whose compensation payments to directors and supervisors reach screening standards according to the disclosures made by this Corporation at the end of each July and the end of January of the following year shall report explanations of the reasons for the differences within two days after the public announcement.
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 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 listed company, (7) initial listing or listing upon conversion into a newly incorporated company, (8) holding of a regular shareholders meeting; the deadlines for reporting of each item shall be as prescribed under the reporting procedures for overseas Chinese and foreign investment and shareholdings.
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. Issuers of corporate bonds shall at the same time input the method for the raising and custody of the funds for redemption of the corporate bonds as referred to in Article 248, paragraph 1, subparagraph 5 of the Company Act.
8. Announcement and reporting of the date of the regular shareholders' meeting: shall be reported 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 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 it has been publicly announced with a statement specifying the reasons, the company may make a supplementary public announcement of such information 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 managerial officers and department and branch office chiefs who have obtained stock option certificates, and the stock option certificates obtained thereby, shall be input within one day from issuance; itemized information such as the status of subscription shall be input within one day from subscription by stock option holders.
13. Explanatory chart of changes in major subsidiaries: the reason for the change shall be input within two days from the actual date of the change and the chart and related evidentiary documents shall be submitted in a report to this Corporation within five days.
14. Financial or business information disclosed in an investor/press conference: before the investor/press conference is convened, the listed company may, outside of the trading hours of the centralized stock exchange, announce a summary of the investor/press conference information or the complete financial and business information thereof on the Internet information reporting system designated by this Corporation. If any related content is expressed in English, a Chinese translation shall simultaneously be input, and the complete content shall be reported no later than after the investor/press conference on the same day it is held. For an investor/press conference that is held on multiple days or in multiple sessions, where the content is the same, the content shall be reported no later than after the investor/press conference on the same day that it is first held, and need not be reported again each day.
If the need arises for a listed company to hold an overseas investor/press conference during the trading hours of the centralized stock exchange, such cases shall be reported to this Corporation in advance for approval on a special case-by-case basis, and before the investor/press conference is convened, the listed company shall, outside of the trading hours of the centralized stock exchange, announce the complete financial and business information on the Internet information reporting system designated by this Corporation, and the financial and business information disclosed in the investor/press conference may not go beyond the content of the aforesaid information already disclosed.
15. Relevant information on related parties of directors, supervisors, the general manager, and financial accounting officers of the listed company: input within 20 days from the regular shareholders' meeting and within two days from any change in any of the above personnel.
16. Electronic files that are required to be reported as set out in the Competent Authority's Regulations Governing Content and Compliance Requirements for shareholders meeting Agenda Handbooks of Public Companies.
Periodically disclosed information that a securities investment trust enterprise listing beneficiary certificates of a closed-end securities investment trust fund (hereinafter, “closed-end fund”) is required to report to this Corporation and the deadlines for reporting the information are as follows:
1. If it is an initial listing, the basic data of the closed-end fund shall be reported in advance.
2. Net asset value per beneficiary unit of the closed-end fund: before market opening each business day, report the data for the preceding business day.
3. Industry sector investment proportions of the closed-end fund: before market opening the first business day of each week, report the data for the preceding week.
4. 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: by the tenth day of each month, report the information for the preceding month.
5. Content and proportions of investments in individual stocks by the closed-end fund: by the 10th day of the first month of each quarter, report the data for the preceding quarter.
6. Annual report of the closed-end fund: report within two months from the close of each fiscal year.
Non-periodically disclosed information that a securities investment trust enterprise listing beneficiary certificates of a closed-end fund is required to report to this Corporation and the deadlines for reporting the information are as follows:
1. Disclosure and reporting of matters related to the convening of the beneficiaries’ meeting: at least 12 business days before the suspension of changes to entries in the register of beneficiaries, submit such information in a report to this Corporation, and input it within two days after reporting.
2. Disclosure and reporting of resolutions of the beneficiaries’ meeting or other related matters: report within two days from the occurrence of the event.
3. Disclosure of the period of suspension of entries to the register of beneficiaries or the record date for distribution of income: at least 12 business days before the suspension of changes to entries in the register of beneficiaries or the record date for the distribution, submit such information in a report to this Corporation, and input it within two days after reporting.
4. Material information falling within the scope of the Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Securities Investment Trust Companies with Listed Securities Investment Trust Funds: report 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 beneficiary certificates of an exchange-traded securities investment trust fund (hereinafter, “exchange-traded fund”) is required to report to this Corporation and the deadlines for reporting the information are as follows:
1. If it is an initial listing, the basic data of the exchange-traded fund and its net asset value per beneficiary unit, total number of beneficiary units, and net asset value of the fund as of one day prior to listing shall be reported one day prior to listing.
2. Net asset value per beneficiary unit of the exchange-traded fund: before market opening each business day, report the data for the preceding business day.
3. Industry sector investment proportions of the exchange-traded fund: before market opening the first business day of each week, report the data for the preceding week.
4. Names of the five individual stocks in which the exchange-traded fund has the most shareholding and the proportion of its aggregate shareholding therein to the net asset value of the fund: by the tenth day of each month, report the information for the preceding month.
5. Content and proportions of investments in individual stocks by the exchange-traded fund: by the 10th day of the first month of each quarter, report the data for the preceding quarter.
6. Annual report of the exchange-traded fund: report within two months from the close of each fiscal year.
Non-periodically disclosed information that a securities investment trust enterprise listing beneficiary certificates of an exchange-traded fund is required to report to this Corporation and the deadlines for reporting the information are as follows:
1. Disclosure and reporting of matters related to convening of the beneficiaries’ meeting: at least 12 business days before the suspension of changes to entries in the register of beneficiaries, submit such information in a report to this Corporation, and input it within two days after reporting.
2. Disclosure and reporting of resolutions of the beneficiaries’ meeting or other related matters: report within two days from occurrence of the event.
3. Disclosure of the period of suspension of entries to the register of beneficiaries or the record date for distribution of income: at least 12 business days before the suspension of changes to entries in the register of beneficiaries or the record date for the distribution, submit such information in a report to this Corporation, and input it within two days after reporting.
4. Material information falling within the scope of the Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Securities Investment Trust Companies with Listed Securities Investment Trust Funds: report 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.
The term "major subsidiary" in paragraph 1 means any and all subsidiary(ies) of the listed company as defined according to generally accepted accounting principles to which any of the following circumstances has applied in each of the most recent two fiscal years (with the information being based on the annual financial reports audited and attested by a certified public accountant), or any subsidiary that the CPA deems to have a material effect on the financial report of an audited company:
(1) Where 30 percent or more of the listed company's operating revenue is derived from the single subsidiary.
(2) Where 50 percent or more of the listed company's major materials or major commodities, in terms of its quantities or total dollar purchase amounts thereof, is derived from the single subsidiary.
(3) Where 50 percent or more of the listed company's total output value (including from self-production, contracting, and outsourcing) is derived from the single subsidiary.
(4) Where the listed company's dollar amount of original investment in the single subsidiary reaches 40 percent of the listed company's capital stock stated on the financial report and also NT$300 million or more.
(5) Where the aggregate dollar amount of the listed company's monetary loans and guarantees and endorsements to the single subsidiary reaches 40 percent of its net worth and also NT$300 million or more.
(6) Where a single subsidiary's profit/(loss) before tax accounts for 50 percent of the listed company's profit/(loss) before tax on its consolidated financial statements and also NT$300 million or more.
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. "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.
A listed company shall not convene an investor/press conference during trading hours; if the company voluntarily wishes to disclose any relevant concise information prior to convening an investor/press conference, it shall input the information into the Internet information reporting system designated by this Corporation and furthermore shall not disclose the information to any specific person(s); it furthermore shall input the complete relevant conference content on the date of the conference.
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