| Article 31 |
Within 4 months after the close of each fiscal year and 75 days after the close of each fiscal half-year respectively, a foreign issuer shall submit in writing to the GTSM two copies of the annual consolidated financial reported audited and attested by a CPA or the semi-annual consolidated financial report reviewed certified by the CPA, as well as the materials downloaded from the Internet information reporting system designated by the GreTai containing the particulars required to be publicly announced.
In the case of a foreign issuer applying for OTC-listing or exchange-listing of its stock, it shall, during the period after the submission of the application and before the listing date, it shall, following the requirement for OTC-listed (or exchange-listed) companies, and within the periods prescribed by the competent authority, file in writing with the GTSM two copies of the consolidated financial reports for the first and third quarters as reviewed by a CPA, and the materials downloaded from the Internet information reporting system designated by the GTSM containing the particulars required to be publicly announced. However, it need not make such a filing if it has withdrawn the application or the application has otherwise been rejected.
The consolidated financial report referred to in paragraphs 1 and 2 shall comply with the following requirements:
(1) Its content shall be stated in units of New Taiwan Dollars.
(2) The Chinese language version shall govern; an English version may also be submitted in addition thereto.
(3) It shall be prepared in accordance with the accounting standards of Taiwan or the United States or international accounting standards.
(4) It shall be produced using period-on-period comparison, and shall include consolidated balance sheets, consolidated income statements, consolidated cash flow statements, consolidated statements of changes in shareholders equity, and related notes. Consolidated statements of changes in shareholders' equity, however, need not be included in quarterly consolidated financial reports. The notes to the financial report shall state which accounting principles are employed. The provisions of Article 15 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers need not be applied if the financial reports are prepared in accordance with Taiwan accounting standards. If they are not prepared according to Taiwan accounting standards, then the differences in those standards and the Taiwan standards as applied in the balance sheet and income statement titles shall be disclosed, including any material discrepancies and the dollar amounts affected.
(5) It shall have an audit (or review) report issued by two Taiwan CPAs approved by the Competent Authority to perform attestation of financial reports for public companies; or have been audited and attested (or reviewed) by an international accounting firm that has a cooperative relationship with the aforesaid CPAs, and have an audit (or review) report that is issued by the Taiwan CPAs and that does not make reference to audit (or review) work by any other accountant.
(6) It shall be signed or stamped with the seal of the chairperson, managerial officers, and principal accounting officers, who shall also produce a declaration that the report contains no misrepresentations or nondisclosures.
(7) In the audit (or review) report, the CPAs shall explain the accounting principles adopted by the foreign issuer and the differences between those principles and the generally accepted accounting principles used in Taiwan, and include an index to the notes, and shall expressly state that the report has been audited in accordance with Taiwan's Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards (or that the review work has been planned and executed in accordance with Statement of Auditing Standards No. 36: Engagements to Review Financial Statements). |
| Article 33 |
An issuer shall enter the following information into the Internet information reporting system designated by the GTSM following the prescribed time limit and format:
1. Company profile: the information shall be entered before the commencement of OTC trading and upon any change thereafter.
2. Annual and semi-annual individual and consolidated balance sheet, income statement, cash flow statement, statement of changes in shareholder's equity, CPA audit (or review) report, the name of the certifying CPA, and relevant particulars disclosed in the notes to the financial report (related party transactions, loans of funds, and endorsements and guarantees);the reporting deadlines shall be as set out in Article 30, paragraph 1, or Article 31, paragraph 1.
3. In the case of an issuer applying for OTC-listing or exchange-listing of its stock, during the period after the submission of the application and before the listing date: the individual and consolidated balance sheets, income statements, cash flow statements, and CPA review report (the consolidated quarterly financial reports for the first and third quarters of a domestic issuer are not required to be reviewed by a CPA), and the name of the CPA; however, public announcement is not required if the issuer has withdrawn the application or the application has otherwise been rejected; the reporting deadlines shall be as set out in Article 30, paragraph 2, or Article 31, paragraph 2.
4. Business turnover, endorsements and guarantees, balance of lent funds, and derivatives transactions: the information of the previous month shall be disclosed by the 10th of each month. In the shipping and financial industries, if a part of the business turnover is reported on an estimate basis, the proportion of the estimated part of the turnover and the estimation method shall be annotated; where there is a difference between the actual turnover and the announced turnover, the actual and originally announced figures shall be reported together with the report of the following month's operating condition, and, in the event that the difference reaches 3 percent or more, the cause of such difference shall also be reported. If the emerging stock company voluntarily announces its self-assessed income statement, the announcement shall continue until the end of the current year, and the announcement shall include the self-assessed operating income and income before tax as of the current month (quarter). If the difference between the accumulated amount of the self-assessed income before tax in each quarter and the amount audited (reviewed) by the CPA is 20% or more, the reason for such difference shall also be reported.
5. Information regarding changes in insider shareholding and creation or extinguishment of pledge thereupon: any changes in shareholding of the previous month shall be reported by the 15th day of each month; any creation or extinguishment of pledge shall be reported by the company within 5 days.
6. Voluntary disclosure of financial forecast information: a company disclosing financial forecast information voluntarily shall report and publicly announce relevant matters in accordance with the provisions and deadlines set forth in the Regulations Governing the Publication of Financial Forecasts of Public Companies promulgated by the competent authority.
7. Public announcement and reporting of the date of shareholders meetings: the date of the shareholders meeting shall be reported on the internet information reporting system designated by the GTSM at least 12 business days prior to the date for suspension of share transfer and entered within 2 days after the report.
8. Public announcement and reporting of the company's decision of the record date for distributing dividends, bonus, or other benefits: public announcement shall be made on the internet information reporting system designated by the GTSM at least 12 business days prior to the date for suspension of amendment of entries in the shareholders register and entered within 2 days after the report; provided that where there is an event under the provisions of Article 29, paragraph 2, the materials may be announced in a supplementary public announcement at least 40 days prior to the date of the shareholders meeting, and entered within 2 days after the report.
9. Reporting of information on investment in mainland China: the annual information shall be entered within 4 months after the close of each fiscal year and the semi-annual information within 2 months after the close of each fiscal semester.
10. Reporting of information on investment in overseas subsidiaries: the annual information shall be entered within 4 months after the close of each fiscal year and the semi-annual information within 2 months after the close of each fiscal semester.
11. 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.
12. Table of investment and shareholding in the Emerging Stock Company by overseas Chinese and foreign persons: 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, (7) initial registration as an emerging stock company or registration upon conversion into a newly incorporated company, (8) holding of a general 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.
13. Reporting of information on corporate bonds:
(1) Within one day following effective registration with the competent authority, enter the basic information, the information on the plan for the raising and method for custody of the funds for repayment of the corporate bonds required by Article 248, paragraph 1, subparagraph 5 of the Company Act and any other relevant information. Any changes to the basic information during the preceding month shall be input within ten days after the end of each month.
(2) 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 financial report is input; 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.
(3) 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, the issuer shall input by the 10th day of each month the source(s), and specific explanations thereof, of funds needed to repay the corporate bonds with respect to the plan for the raising and method for custody of the funds for the repayment as required to be filed under Article 248, paragraph 1, subparagraph 5 of the Company Act.
14. Basic data on the industrial classification of the Emerging Stock company: the annual information shall be entered within 4 months after the close of each fiscal year and the semi-annual information within 2 months after the close of each fiscal semester.
15. Reporting of electronic files of relevant content of shareholder' meeting agenda handbooks: 30 days before convening a regular shareholders' meeting or 15 days before a special shareholders' meeting, the company shall report the electronic files of the shareholders' meeting announcement, proxy form, and background and explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors or supervisors, and other matters on the shareholders' meeting agenda; 15 days before convening the shareholders' meeting, it also shall report the electronic files of the shareholders' meeting agenda handbook and supplementary meeting materials; and 1 day before convening the shareholders' meeting it shall report the annual report prepared in accordance with the requirements prescribed by the competent authority.
16. Explanations of material changes in financial ratios and financial analysis data: the information shall be entered within four months after the close of each fiscal year.
17. Information on cash capital increase and issuance of domestic and overseas corporate bonds: quarterly fund utilization statements shall be filed within ten days following the end of each quarter; information on any changes by resolution of the board of directors shall be input within two days.
18. Declaration of Conversion of Domestic (Overseas) Securities: enter the information for the preceding month by the fifth day of each month.
19. Public announcement and regulatory filing of information on private placement of securities within the following time limits in accordance with the Directions for Public Companies Conducting Private Placements of Securities:
(i) Within two days from the date the shareholders' meeting notice is sent out.
(ii) Where the placees are determined after the shareholders' meeting notice is sent, within two days from the date the placees are determined.
(iii) Within two days from the actual date of determination of the private placement price.
(iv) Within 15 days from the date that payment of the private placement price has been completed.
(v) Within 10 days from the end of each quarter. 20. Information on changes in convertible corporate bonds: enter the information on the day of adjustment to the conversion price or of change of other terms and conditions of issuance.
21. Information on employee stock warrants: basic information on issuance, subscription method, and other matters shall be input within one day following effective registration with the competent authority; information on actual status of issuance and other matters shall be input within one day following issuance.
22. Information on the holding of investor/press conferences: before an investor/press conference is held, the issuer may, during non-trading hours, announce a summary of the investor/press conference information or the complete financial and business information thereof, and if any related content is expressed in English, simultaneously input a Chinese translation thereof, 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 in multiple sessions, where the content is the same, the content shall be reported no later than after the conference on the same day that it is held for the first time, and need not be input again each day.
If the need arises for the issuer to hold an overseas investor/press conference during trading hours, such cases shall be reported to the GTSM in advance for approval on a special case-by-case basis, and before the investor/press conference is held, the issuer shall, during non-trading hours, enter the complete financial and business information into the GTSM's designated Internet information reporting system, and the financial and business information disclosed in the investor/press conference may not go beyond the content of the aforesaid information already reported.
23. Any matter required to be publicly announced and reported pursuant to Paragraph 3, 4, or 5 of Article 24 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the competent authority: enter the information within two days following the date of the board of directors resolution.
24. Information on acquisition or disposal of privately placed securities by Emerging Stock company or subsidiary thereof: enter the information within two days following the day of the fact.
25. Correction or supplement of financial reports: any matters that are required to be corrected or supplemented in the CPA audited or reviewed financial reports publicly announced by the emerging stock company shall be publicly disclosed to the investors; if the requirement for a restatement of the financial report under Article 6 of the Securities and Exchange Act Enforcement Rules is not yet met, input relevant information within 2 days from the occurrence of the fact.
26. Information on the establishment of an “audit committee” under Article 14-4 of the Securities and Exchange Act: enter the information within two days following the establishment or abolishment of the audit committee or of any change in committee members.
The deadlines for information reported under the preceding subparagraphs shall be based on Taiwan time, and the content of the primary version of the report shall be in Chinese, although an English version may also be attached. A foreign issuer may authorize its litigious and non-litigious agent to handle information reporting.
A foreign issuer need not publicly announce and report the business turnover portion of the information in paragraph 1, subparagraph 4 of the preceding paragraph, or the information in subparagraphs 6, 12, 19, 20, and 24. |
| Article 38 |
Under any of the following circumstances, the GTSM may suspend the trading of an issuer's stock on the OTC market:
1. There is no lead advising/recommending securities firm.
2. Only one advising/recommending securities firm remains.
3. The issuer fails to publicly announce and report its annual or semi-annual financial report within the period prescribed by Article 36 of the Securities and Exchange Act.
4. The issuer fails to publish material information in accordance with relevant regulations and fails to correct the situation within a certain time period as ordered.
5. The issuer fails to handle its shareholder services in accordance with Article 6, paragraph 1, subparagraph 4, or paragraph 2, subparagraphs 1 or 2, or Article 7, paragraph 1, subparagraph 5, or paragraph 2, subparagraphs 1 and 2 of these Rules and fails to correct the situation within a certain time period as ordered by the GTSM.
6. Any of the circumstances under Article 282 of the Company Act exist at the issuer, and the transfer of its shares is prohibited by a court ruling pursuant to Article 287, paragraph 1, subparagraph 5 of the Company Act.
7. A foreign issuer no longer has a litigious and non-litigious agent residing or registered in Taiwan.
8. The issuer breaches any undertaking it has made.
9. A consolidated financial report publicly announced and filed by a foreign issuer does not meet the requirements set out in Article 31, paragraph 3 of these Rules.
10. The issuer evades or refuses a targeted audit conducted by the GTSM or a CPA or professional institution designated by the GTSM, and the circumstances are serious.
11. Any other event that the GTSM deems to necessitates the suspension of trading of the stock on the OTC market.
For stocks for which OTC trading is to be suspended under the preceding paragraph, except where OTC trading is suspended pursuant to subparagraph 6 of that paragraph, the GTSM shall promptly make a public announcement that the OTC trading of the issuer's stock will be suspended starting from the fifth business day following the announcement date.
If OTC trading of a stock is suspended pursuant to paragraph 1, subparagraph 6, the GTSM shall make a public announcement on the date it becomes aware of such circumstance or the date on which it receives notification from the court, or the emerging stock company shall make a public announcement on the date of disclosure of the material information (whichever date comes first), and trading will be suspended starting from the business day next following the public announcement date. |
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