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Article 3
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Periodically disclosed information that a company with listed stock ("listed stock company") is required to report to the TWSE and the deadlines for reporting the information are as follows:
1. Individual and consolidated balance sheet, income statement, cash flow statement, statement of changes in shareholders' equity, CPA audit or review report, name of CPA, and matters disclosed in the notes to the financial statements (related party transactions, loans of funds, endorsements and guarantees, and acquisition or disposal of assets): 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. However, if the consolidated financial report for the semi-annual data or for the first or third quarter data cannot be reported within 2 months from the close of the fiscal half year, or within 1 month from the end of the first or third quarter, respectively, it shall be reported with a supplementary public announcement within 75 days from the close of the fiscal half year, or within 45 days from the end of the first or third quarter, as the case may be. Any TWSE listed company that has issued securities outside of Taiwan shall simultaneously report the English language version of its CPA audit or review report, and the name of the CPA (the English name registered on the passport).
2. (deleted)
3. (deleted)
4. Information on any derivatives trading engaged in by the TWSE 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 TWSE 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 TWSE 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. Self-assessed income and consolidated operating revenue information that is publicly announced voluntarily shall be publicly announced continuously at least until the end of the current fiscal year. The publicly announced 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 also be reported.
6. Financial information and information on the interrelationship and interaction between parent/subsidiary companies: by the 15th day of each calendar month, report the information for the preceding month.
7. Table of itemized details of loans of funds and of endorsements and guarantees: by the 10th day of each calendar month, report the information for the preceding month.
8. Any TWSE 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 filed 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 TWSE 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 filed 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 TWSE listed stock company that has obtained effective registration 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 TWSE 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 TWSE 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 significant transactions.
15. Consolidated balance sheet and consolidated income statement of affiliates of the TWSE 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 TWSE listed company can buy back: input within one day from the deadline for reporting each quarterly financial report.
17. Any TWSE 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, both domestic and overseas, who obtained stock option certificates the preceding fiscal year; (3) apart from the personnel in item (2), for 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, 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 department and branch office chiefs, both domestic and overseas: 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 TWSE 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 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: by the 15th day of each month, report the information on any changes for the preceding month.
20. Any TWSE 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 TWSE 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 TWSE 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 on which the board of directors makes the resolution, 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 actual date of determination of the private placement price and within 15 days from the completion of the payment of the share price or subscription price for the private placement; 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; and if a placee is an insider or a related party of the company, if the placee has sold or sells shares of the company within three months before or after the date on which the placee's payment of the share price or subscription price for the private placement has been completed, the company shall, within 15 days from the completion date of the payment of the share price or subscription price, or within 2 days from the occurrence of the event, report the relevant information.
25. Information on the remuneration of directors and supervisors: by the 10th day of each July, report the information on remuneration paid to directors and supervisors for the most recent fiscal year; if the figure reported for any 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.
26. Information on the liability insurance that the TWSE listed company carries on its directors and supervisors: report the insurance enrollment status for the previous year within 15 days from the close of each business year.
27. Information on material transactions between the TWSE listed company and related parties: by the 15th day of each calendar month, report information on the acquiring or disposing of assets, purchasing, sales, receivables, and payables between the TWSE listed company and related parties as of the previous month; if the discrepancy between the accumulated amount reported for each quarter and the figure audited (or reviewed) by the CPA reaches 10% and exceeds NT$50 million, additional information on the reason for the discrepancy shall be reported.
28. Monthly report on the liquidity of stocks in Taiwan of a foreign issuer that is a primary TWSE listed company, and monthly report on the liquidity of bonds in Taiwan of a foreign issuer: by the 10th day of each calendar month, report the information for the preceding month.
29. Information on the annual statement of internal controls: The statement of internal controls shall be filed within 4 months after the close of the business year.
30. Any other information required on any matter as specified in a public announcement or notice letter by the TWSE shall be reported by the deadline specified in the public announcement or notice letter.
Non-periodically disclosed information that TWSE listed stock companies are required to report to the TWSE 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 TWSE listed company: input within one day from completion of capitalization amendment registration.
3. 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 one day from the TWSE's approval.
4. Financial forecast information: public 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 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.
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 TWSE 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 on the plans reported for the cash capital increase or corporate bond issuance 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, one business day after the raising of the funds is completed, 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. Public announcement and reporting of the date of holding a shareholders' meeting: shall be 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 business year, preliminarily proceed to report the date for holding of the shareholders' meeting for the current year. If, after reporting, there is any change to the date on which the meeting is to be held, the reported date shall be amended before the public announcement and reporting of the regular shareholders' meeting.
9. Public announcement and reporting of the record date fixed by the company for distribution of dividends, bonuses or other benefits: shall be input at least 12 trading days before the date of suspension of changes to entries in the shareholders' register.
Public announcement and reporting of a cash capital increase shall be input by the aforesaid time, and the subscription price shall be input in a supplementary manner five business days before the ex-rights date.
10. Table of shareholding dispersion of the TWSE listed company: input within 20 days from the regular shareholders' meeting or special shareholders' meeting.
11. Matters required to be publicly announced and reported pursuant to the provisions of the competent authority's Regulations Governing Share Repurchase by TWSE listed and OTC-Listed Companies. In the event of a repurchase of shares for the purpose of transferring them to employees under Articles 10 or 10-1 of the aforesaid 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.
12. Issuance of employee stock option certificates: basic information shall be input within one day from approval by the competent authority; 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 within one day from issuance; aggregate information including the status of subscription shall be input within one day from subscription by domestic and overseas 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 the TWSE within five days.
14. Financial or business information disclosed in an investor/press conference: before the investor/press conference is convened, the TWSE listed company may, outside of the trading hours of the centralized stock exchange, announce the financial and business information for the investor/press conference on the Internet information reporting system designated by the TWSE. Chinese and English information for the relevant content shall simultaneously be input. If such financial and business information is not announced before the investor/press conference, the information shall be reported no later than after the conference on the same day it is held. For an investor/press 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 reported.
If a TWSE listed company has reported to and obtained approval from the TWSE on a special case-by-case basis to hold an investor/press conference during the trading hours of the centralized stock exchange, it shall disclose relevant information pursuant to Article 3, paragraph 4, of the TWSE Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities.
15. Relevant information on related parties of directors, supervisors, the general manager, and financial accounting officers of the TWSE 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.
17. (deleted)
18. Any matter required to be publicly announced and reported pursuant to Article 24, Paragraph 3, 4, or 5 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the competent authority: shall be input within two days following the date of the board of directors resolution.
19. Information on acquisition or disposal of privately placed securities by the TWSE listed company or a subsidiary thereof: shall be input within two days following the day of occurrence of the fact.
20. Information on the establishment offunctional committees pursuant to the Securities and Exchange Act: shall be input within two days following the establishment or abolishment of a functional committee or any appointment (or election) of or change in committee members.
21. 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 announced and reported 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 from the occurrence of the fact.
22. The election results for the directors and supervisors (including independent directors) nominated pursuant to Article 192-1, paragraph 7 and Article 216-1 of the Company Act: input within 2 days following the election.
23. 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: shall be input 30 days prior to the regular shareholders' meeting.
24. Information on the relation between the 10 major shareholders as listed in the annual report: report prior to the convening of the regular shareholders’ meeting.
25. Information in English on the major agenda items in a regular shareholders meeting: report within 2 days following the adjournment of the regular shareholders meeting.
26. 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.
27. Any other information required on any matter as specified in a public announcement or notice letter by the TWSE shall be reported by the deadline specified in the public announcement or notice letter.
Periodically disclosed information that a securities investment trust enterprise listing beneficial certificates of a closed-end securities investment trust fund (hereinafter, “closed-end fund”) is required to report to the TWSE 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 beneficial 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 beneficial certificates of a closed-end fund is required to report to the TWSE and the deadlines for reporting the information are as follows:
1. Public announcement and reporting 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.
2. Public announcement and reporting of resolutions of the beneficiaries’ meeting or other related matters: report within two days from the occurrence of the event.
3. 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.
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 TWSE 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 beneficial certificates of an exchange-traded securities investment trust fund (hereinafter, “exchange-traded fund”) is required to report to the TWSE 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 beneficial unit, total number of beneficial 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 beneficial 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. Periodically disclosed information that a securities investment trust enterprise listing a linked exchange-traded fund (“linked ETF”) as specified in Article 37, paragraph 3 of the Regulations Governing Securities Investment Trust Funds is required to report to the TWSE and the deadlines for reporting the information are as provided in the following items, and the preceding 5 subparagraphs shall not apply:
(1) If it is an initial listing, the basic data of the exchange-traded fund and its net asset value per beneficial unit, total number of beneficial units, and net asset value of the fund as of one day prior to listing shall be reported: input one day prior to listing.
(2) Net asset value per beneficial unit and degree of fluctuation thereof: before market opening each business day, report the data for the preceding business day.
(3) Net asset value per beneficial unit, and degree of fluctuation thereof, of the offshore ETF that is linked to: before market opening each business day, report the data for the preceding business day.
(4) Closing price, and degree of fluctuation thereof, of the offshore ETF that is linked to: before market opening each business day, report the data for the preceding business day.
(5) Industry sector investment proportions of the offshore ETF that is linked to as reported at its place of registration or listing: report to the TWSE by the same deadline as for reporting by such offshore ETF.
(6) 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: report to the TWSE by the same deadline as for reporting by such offshore ETF.
(7) Investment portfolio of the linked ETF, and the share of the fund’s net asset value contributed by each investment item:
(i) Before market opening on the first business day of each week, report the data for the preceding week.
(ii) When reporting under item 5 the industry sector investment proportions of the offshore ETF that is linked to, report the data for the same period together therewith.
(iii) When reporting under item 6 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, report the data for the same period together therewith.
(8) 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 one year, and since the beginning of the current year, and since listing: input by the 10th day of each month.
(9) 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 one year, and since the beginning of the current year, and since listing: input by the 10th day of each month.
(10) Annual report of the linked ETF: report 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 announcement 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 two 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 report and announce the fund’s financial report in the required format, and shall, within two days following the announcement 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 report and announce again the fund’s annual financial report.
When reporting any information pursuant to the provisions of paragraphs 1 and 2, a TWSE listed company shall comply with the following provisions:
1. The reporting 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 reporting on its behalf.
2. A TWSE primary listed company may be exempted from the requirement of subparagraph 5 of paragraph 1 of monthly reporting of the statistical data on operating revenues for all goods and business, and exempted from the requirements set out in subparagraphs 16 and 24 of paragraph 1, and subparagraph 11 of paragraph 2, provided that the requirement to report the operating turnover of the previous month under paragraph 1, subparagraph 5 may be exempted if such exemption is provided under the regulations of its home country, or if there is any other legitimate reason which has been approved by the TWSE.
3. When a TWSE primary listed company reports financial report information pursuant to paragraph 1, subparagraph 1, only the provisions regarding the reporting of consolidated financial reports are applicable.
4. A deadline for the reporting by a TWSE primary listed company of semi-annual, first-quarter, or third-quarter data under subparagraphs 8, 9, 22, and 23 of paragraph 1 may be extended by 15 days.
A TWSE secondary listed company shall report periodically disclosed information to the TWSE in the manner specified in the following subparagraphs:
1. The annual and semi-annual consolidated financial report and the condensed balance sheet and condensed income statement: shall be publicly announced 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 reported no later than 6 months after the close of each fiscal year. Also if the laws or regulations of the home country or country of listing of the foreign issuer require preparation of first and third quarter financial reports, these shall also be publicly announced at the same time. 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 announces 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, and shall also public announce the reports at the same time.
2. Explanations of material changes in financial ratios and financial analysis data of the foreign issuer: shall be input at the same time as the public announcement of the annual financial report for the home country or country of listing.
3. Information on shareholding of juristic-person directors, supervisors, or major shareholders holding 10 percent or more, of the foreign issuer: shall be input within one month after the regular or special shareholders meeting, provided that if an earlier deadline for public announcement and reporting is imposed under the laws or regulations of the home country or country of listing, public announcement and reporting with the TWSE shall be done at the same time as required by those laws or regulations.
4. Information on the remuneration of directors and supervisors of the foreign issuer: shall be input at the same time as the public announcement of the annual report for the home country or country of listing.
5. The closing price and trading volume on the foreign securities exchange or securities market of the securities represented by the Taiwan Depositary Receipts, and Taiwan's foreign exchange market interbank closing rate for the preceding business day: shall be input on the "current (same) day" as the closing information for the foreign securities exchange or securities market.
6. Number of units of Taiwan Depositary Receipts redeemed after issuance: by the 10th day of each calendar month, report the information for the preceding month.
7. A foreign issuer that has obtained effective registration for a plan for sponsoring the issuance of Taiwan Depositary Receipts through cash capital increase shall report 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 from the end of each quarter; (2) if there is any change in the plan, input the changed content within 2 days.
8. Monthly Report on the Liquidity and Redemption of Taiwan Depositary Receipts: by the 10th day of each calendar month, report the information for the preceding month
9. Information with respect to other circumstances as announced or notified in writing by the TWSE shall be reported within the time limit set out in the announcement or written notification.
A TWSE secondary listed company shall report non-periodically disclosed information to the TWSE in the manner specified in the following subparagraphs:
1. Dividend distributions for the current fiscal year: shall be 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.
2. Capital formation process of the foreign issuer: shall be input within one day from completion of capitalization amendment registration in the home country or country of listing.
3. Public announcement and reporting of acquisition or disposal of assets by the foreign issuer: shall be publicly announced at the same time as is required by the laws and regulations of the home country or country of listing of the foreign issuer.
4. Public announcement and reporting of the holding of a shareholders' meeting of the foreign issuer (including general meetings of beneficiaries): shall be 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 Taiwan Depositary Receipts or bonds, and the public announcement and reporting 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 announcement and reporting is imposed under the laws or regulations of the home country or country of listing, public announcement and reporting with the TWSE shall be done at the same time as required by those laws or regulations.
5. Public announcement and reporting of the record date fixed by the foreign issuer for distribution of dividends, bonuses or other benefits: shall be 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 Taiwan Depositary Receipts or bonds, provided that if an earlier deadline for public announcement and reporting is imposed under the laws or regulations of the home country or country of listing, public announcement and reporting with the TWSE shall be done at the same time as required by those laws or regulations.
6. Table of dispersion of shareholding or of Taiwan Depositary Receipts of the foreign issuer: shall be input within 20 days from the regular shareholders' meeting or special shareholders' meeting, provided that if an earlier deadline for public announcement and reporting is imposed under the laws or regulations of the home country or country of listing, public announcement and reporting with the TWSE shall be done at the same time as required by those laws or regulations.
7. Shareholders meeting annual report and meeting materials of the foreign issuer: shall be disclosed at the same time as any deadline that is imposed for publication and for reporting 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.
8. Table of overseas Chinese and foreign investment and shareholdings: shall be 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, (7) 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.
9. 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 reporting system designated by the TWSE by the deadline required under those Procedures.
10. Repurchase of Taiwan depositary receipts by a foreign issuer: shall be input upon the resolution to repurchase, the expiration of the repurchase period or completion of repurchase, or when the repurchased Taiwan depositary receipts have cumulatively reached 2 percent of the total number of already issued Taiwan depositary receipts or the number of outstanding units is less than 12 million units.
11. Plan for sponsoring the issuance of Taiwan Depositary Receipts through cash capital increase: input the plan’s basic information for the reporting 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.
12. Financial and business information disclosed in an investor conference: A TWSE secondary listed company may, during the non-trading hours of the centralized market prior to the investor conference, announce its financial and business information on the TWSE-designated information reporting website; related content shall be input both in Chinese and English versions; if the financial and business information is not announced before the conference, it shall be reported, at the latest, on the same day as the conference. If the investor conference consists of a plurality of sessions that take place across a plurality of days, and the disclosed content is the same, only the information for the first session shall be reported. If the investor conference of a TWSE listed company has been granted special project approval by the TWSE to take place during the trading hours of the centralized market, such information disclosure shall comply with Article 3, paragraph 4 of the TWSE Procedures for Verification and
Disclosure of Material Information of Companies with TWSE Listed Securities.
13. Information with respect to other circumstances as announced or notified in writing by the TWSE shall be reported 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 reporting 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 reporting of information to the TWSE. No misrepresentation, nondisclosure, or misleading presentation may be included in either the Chinese or English reported content referred to above.
Non-periodically disclosed information that a securities investment trust enterprise listing beneficial certificates of an exchange-traded fund is required to report to the TWSE and the deadlines for reporting the information are as follows:
1. Public announcement and reporting 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.
2. Public announcement and reporting of resolutions of the beneficiaries’ meeting or other related matters: report within two days from occurrence of the event.
3. 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.
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 TWSE Listed Securities Investment Trust Funds and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded 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 subparagraphs of paragraphs 5 and 7, except for subparagraph 3 of paragraph 5, 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 exchange-traded fund is required to report to the TWSE. Reporting deadlines for such master agents shall be based on Taiwan Standard Time, and the content of its reports shall be in the Chinese language.
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 reporting 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.
A TWSE listed company shall report the periodically disclosed information set forth in paragraph 1, subparagraphs 5 and 6 of this Article on behalf of its major subsidiaries. If the TWSE listed company is an investment holding company or a financial holding company, it shall report the periodically disclosed information set forth in paragraph 1, subparagraphs 5, and 6 of this Article on behalf if 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 report the periodically disclosed information set forth in 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 report the periodically disclosed information set forth in Subparagraphs 5,11, and 13 of Paragraph 1 on behalf of its non-TWSE 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 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.
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