Section IV Financial Summary |
| Article 27 | The section on "summary financial data for the most recent 5 fiscal years" shall include the following items:
- Condensed balance sheet and statement of comprehensive income: Setting forth the condensed balance sheet and statement of comprehensive income information for the most recent 5 fiscal years. TWSE listed and TPEx listed companies shall also set forth the condensed balance sheet and statement of comprehensive income information up to the quarter immediately preceding the prospectus publication date. For those who have been notified by the FSC to revise their financial information, all the figures/numbers used shall be the revised ones, and the status and reasons for such revision shall be noted. Those who are notified by FSC to make the corrections by themselves shall make note of the status and reasons for the corrections. (Table 55)
- Matters of material significance which affected the comparability of the above-mentioned condensed financial statements, such as accounting changes, corporate mergers, or suspension of work in the operating departments etc., and the impact of these events on the then current financial reports.
- The names and auditor's opinions of the attesting CPA for the most recent 5 fiscal years:
- Setting forth the names and audited opinions of the attesting CPA for the most recent 5 fiscal years. Except for those audited reports with an unqualified opinion, the contents of the opinion shall be fully described.
- If there was change/replacement of the CPA within the most recent 5 fiscal years, explanation made by the company's previous and current CPA over the causes for such change/replacement shall be set forth.
- Financial analysis: Consolidated analysis of the financial data for the most recent 5 fiscal years shall be made. TWSE listed and TPEx listed companies shall include in such analysis the then current financial data up to and until the quarter immediately preceding the prospectus publication date. The financial analysis shall at least include the below-listed items, and explanations shall be given of the causes of changes in the financial ratios for the preceding 2 fiscal years. (Table 56)
- Financial structure:
a. Ratio of liabilities to assets.
b. Ratio of long-term capital to property, plant and equipment.
- Debt service ability:
- Current ratio.
- Quick ratio.
- Interest coverage folds.
- Operating ability:
- Account receivables' turnover rate.
- Average days for cash receipts.
- Inventory's turnover rate.
- Payables turnover rate.
- Average days for sale of goods.
- Turnover rate for property, plant and equipment.
- Total assets' turnover rate.
- Profitability:
- Assets return ratio.
- Equity return ratio.
- Net profit ratio.
- Earning per share.
- Cash flow:
- Cash flow ratio.
- Cash flow sufficiency ratio.
- Cash re-investment rate.
- Leverage
- Operational leverage.
- Financial leverage.
Description of major variations of accounting items: Comparing the most recent 2 fiscal years' accounting items in the balance sheets and statements of comprehensive income; if there is a 10 percent or more variation in the monetary amounts, and if such sum has reached 1 percent of the total assets value of the then current fiscal year, a detailed analysis of the causes for such changes shall be made. (Table 54) |
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| Article 28 | The section on "financial reports" shall include the following items:
1. The annual financial reports and CPA audit reports for the 2 fiscal years preceding the time when the issuer registered the offering and issuance of securities, and the financial reports that have duly been publicly announced and reported for the most recent quarter shall additionally be included.
2. The issuer's annual parent company only financial reports for the most recent 2 fiscal years, audited and attested by a CPA, but not including the statements of major accounting items.
3. During the period after the issuer has registered the offering and issuance of securities and until the prospectus publication date, if there exists any financial report or parent company only financial report for the most recent period that has been audited and attested or reviewed by a CPA, such report shall also be disclosed.
In the case of an issuer that files for registration of an initial public offering under Article 66, paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers for purposes of its application for listing and trading on the TWSE TIB or for Emerging Stock registration and trading on the TPEx, with respect to the annual financial reports under subparagraphs 1 and 2 of the preceding paragraph, the issuer may submit the financial report for the most recent fiscal year. |
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| Article 29 | The section on "financial summary and other important matters" shall include the following items:
- If the company or an affiliated enterprise has encountered any financial difficulties in the most recent 2 fiscal years or during the current fiscal year up to the prospectus publication date, the impact on the company's financial condition shall be set forth.
- If any of the events in Article 185 of the Company Act has occurred within the most recent 2 fiscal years or up to the prospectus publication date, the following items shall be disclosed:
- The cost, payment terms, conditions of payment, and long-range development perspective of accepting transfer (assumption) of business (assets).
- After accepting transfer (assumption) of a portion of the other company's operations and research & development results, the current and future operating plan and the effect on the company's research & development, technology, sales profitability and productivity.
- Subsequent events: During the period after the CPA has issued the audit report for the most recent fiscal year or audit or review report for the most recent period and until the prospectus publication date, if any matter of material significance occurs which is likely to impact the financial condition and financial performance, it shall be properly disclosed and its impact explained.
- Other matters.
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| Article 30 | The section providing review and analysis of financial condition and financial performance shall describe the following:
- Financial condition: The prospectus shall explain the reason for, and impact of, any material change over the most recent 2 fiscal years in the company's assets, liabilities, or equity. Where the impact is of material significance, the prospectus shall further describe how the company plans to respond.
- Financial performance: The prospectus shall: (1) explain the reasons for any material changes over the most recent 2 fiscal years in operating revenue, operating income, and income before tax; (2) forecast the company's expected sales volume and provide the basis for the forecast; and (3) describe the possible impact of such changes upon the company's financial and business affairs, and how the company plans to respond.
- Cash flows: The prospectus shall: (1) analyze and explain any changes over the most recent fiscal year in the company's cash flows; (2) describe how the company plans to address any illiquidity problems; and (3) provide an analysis of the company's cash liquidity for the coming fiscal year.
- The impact of any material capital expenditures over the most recent fiscal year upon the company's financial and operating condition;
- The company's policy for the most recent fiscal year on investments in other companies, the main reasons for profit/losses resulting therefrom, plans for improvement, and investment plans for the coming fiscal year;
- Other important matters.
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