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Taiwan Stock Exchange Corporation Standards for Determining Whether a TWSE Listed Company Shall Publish Complete Financial Forecasts  CH

Amended Date: 2014.11.06
1     Article 6 of the Regulations Governing the Publication of Financial Forecasts of Public Companies provides that "Where a public company, in a manner other than as provided in these Regulations, provides operating revenue or profit forecast information to news, magazine, radio, television, Internet, or other mass media, or announces such information at a business performance seminar, news conference, or other venue, the Financial Supervisory Commission ("FSC") may require the company to publish a complete financial forecast pursuant to Chapter III." The present Standards are specially adopted for compliance to strengthen the governance of forecast information published by TWSE listed companies. If a TWSE listed company has disclosed any operating revenue or profit forecast information in any of the aforesaid situations, and has not yet published a summary or complete financial forecast for the applicable period pursuant to the Regulations Governing the Publication of Financial Forecasts of Public Companies, the TWSE shall follow these standards in determining whether the company is required to publish a complete financial forecast. For the purpose of these Standards, "financial forecast" shall mean consolidated financial forecast; however, if the TWSE listed company does not have any subsidiary, individual an financial forecast shall be prepared.

Article 1
    If a TWSE listed company publishes on its own initiative any operating revenue or profit forecast information for the company as a whole or for any business operations (or products) accounting for over 50% of the overall operating revenue on a consolidated (or individual) basis, or if the TWSE discovers any media report of any related forecast information of a TWSE listed company, and after investigation and substantiation by the TWSE, the TWSE listed company fails to make any clarification to the effect that it did not publish or provide that information, then except in an event specified in Article 2, the requirement to a publish a complete financial forecast shall be deemed to be triggered if any of the following circumstances is met:
  1. The information published or reported by the media involves specific, concrete numerical amounts, such as operating revenue of NT$10 billion, operating income or loss of NT$5 billion, income before tax of NT$5 billion, earnings per share of NT$2, etc.
  2. The information published or reported by the media is a numerical range, an upper/lower limit, or a percentage change, such as operating revenue not lower than NT$13 billion, operating revenue expected to reach NT$30 billion, operating revenue between NT$9.5 billion and NT$12 billion, operating revenue increasing or decreasing by 30 percent or more year on year, operating income or income before tax increasing or decreasing by 30 percent or more, earnings per share maintained at NT$2.5 or more, or earnings per share not lower than NT$2…etc.
Article 2
    If a TWSE listed company publishes the forecast information of its consolidated (individual) operating revenue, consolidated (individual) gross income (margin), or consolidated (individual) operating income (margin), at an investor conference that it holds, and the sum total of the non-operating income and expenses on the consolidated (or individual) financial reports for the most recent four quarters accounts for not more than 10 percent of the sum total of the income before tax, and the relevant information has been fully disclosed on the Market Observation Post System (MOPS), it is deemed to have published financial forecast information, and the provision requiring the publishing of a complete financial forecast does not apply.
    The TWSE listed company shall at all times assess the status of its achievement of the aforementioned forecast information. If the assessment reveals any likelihood that it cannot be achieved, it shall immediately make an announcement of material information on the MOPS, and explain that the aforementioned forecast information is no longer applicable. If subsequently the TWSE listed company wishes to update (or correct) the aforementioned forecast information, it shall separately holds an investor conference, or hold a press conference pursuant to the Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities, or handle the matter pursuant to the Regulations Governing the Publication of Financial Forecasts of Public Companies.

Article 3
    When a TWSE listed company discloses its business plan for the current year in the "report to shareholders" in the shareholders meeting annual report, if the content involves operating revenue or profit forecast information, the provisions of Article 1 shall be followed.

Article 4
    If a TWSE listed company has published information that requires the publishing of a complete financial forecast, and the TWSE has issued a letter notifying the company to publish a complete financial forecast pursuant to the Regulations Governing the Publication of Financial Forecasts of Public Companies, or if the company can be deemed to have published financial forecast information under Article 2, the TWSE shall submit the aforementioned information to the TWSE Surveillance Department to serve as reference in its auditing for any unlawful (insider) trading.

Article 5
    If the TWSE has issued a letter notifying a TWSE listed company (with a copy to the competent authority) of any circumstance that requires the publishing of a complete financial forecast, the TWSE listed company shall, within 10 days from the receipt of the notification letter, publish and report the information, and shall, prior to the opening of trading hours on the business day following the receipt of the notification letter from the TWSE, disclose the information on the TWSE-designated information reporting website. If the TWSE listed company has a different opinion and files an appeal against the requirement to publish a complete financial forecast, the TWSE shall immediately submit a report to the competent authority stating its reasons for determining the need for publishing of a complete financial forecast, along with the company's appeal opinion, for review and disposition by the competent authority.
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