| Article 17 | To meet the objective of presenting full and complete information about the financial position, financial performance, and cash flows of a company-type stock exchange, financial reports shall contain explanatory notes disclosing the following:
- History and scope of business operations of the company-type stock exchange.
- A statement that the financial reports comply with these Regulations, applicable laws and regulations (giving the title of the laws or regulations), as well as IFRS, IAS, IFRIC Interpretations, and SIC Interpretations.
- The date when the financial reports were authorized for issue and the process involved in authorizing the financial reports for issue.
- The effect or impact that may arise when it has or has not applied a new or revised IFRS, IAS, IFRIC Interpretation, or SIC Interpretation recognized by the FSC.
- A summary of significant accounting policies used that are relevant to an understanding of the financial reports, and the measurement basis (or bases) used in preparing the financial reports.
- Significant accounting judgments, estimations, and assumptions, as well as information about the assumptions it makes and other major sources of estimation uncertainty.
- Objectives, policies and processes for managing capital, and any change in capital structure, including funding, liability, and equity.
- If for a special reason there is a change in accounting treatment, thus affecting the comparison of financial data between two successive periods, the reason for the change and its effect on the financial reports shall be noted.
- If it is necessary to provide the basis of valuation for any amount, financial instrument, or other item presented in the financial reports, the basis of valuation shall be noted.
- If any item presented in the financial reports is subject to any legal, regulatory, contractual, or other restriction, the circumstances and timing of the restriction and other related information shall be noted.
- Criteria for classifying assets and liabilities into current and non-current.
- Material contingent liabilities and unrecognized contractual commitments.
- Financial risk management objectives and policies.
- Long-term and short-term borrowings.
- The addition, expansion, construction, lease, obsolescence, idling, sale, transfer, or long-term renting of major assets.
- Principal investments in other enterprises.
- Significant transactions with related parties.
- Losses due to major disasters.
- Major litigation pending or concluded.
- The signing, completion, voidance, or lapse of major contracts.
- Information about financial instruments. The information shall be disclosed in accordance with IFRS 7, including disclosure of the significance of financial instruments for the the company-type securities exchange's financial position and performance; qualitative and quantitative disclosures describing risk exposures arising from financial instruments.
- Comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers shall be disclosed in accordance with IFRS 15, including details of revenue recognized from contracts with customers, contract balances, contract obligations, significant judgments and changes in the judgments, and any assets recognized from the costs to obtain or fulfil a contract with a customer.
- Relevant information about leases. The information shall be disclosed in accordance with IFRS 16, including disclosure of information that gives a basis for users of the financial statements to assess the effect that the leases have on the financial position, financial performance, and cash flows of the company-type stock exchange, and relevant qualitative and quantitative information about its leasing activities.
- Major organizational adjustments and significant management reforms.
- Information about employee benefits. The information shall be disclosed in accordance with IAS 19, and shall include the influence of defined benefit plans on the amount, timing, and certainty of future cash flows, actuarial losses and gains arising from changes in demographic assumptions and financial assumptions, and the expected contributions in the next reporting period in the following financial year.
- Segment financial information in accordance with IFRS 8, including the scope of business, revenue, and gains and losses of each reportable segment.
- Any research and development project funded by another party and the amount.
- Information about investments in derivative instruments.
- When subsidiaries hold shares in the parent, the names of the subsidiaries and the shareholdings, amounts, and reasons shall be separately presented.
- In the case of private placement of securities, the type, issue date, and amount shall be disclosed.
- Material effects of changes in government laws and regulations.
- Material effects of discontinuance of operations.
- Fair value information. The information shall be disclosed in accordance with IFRS 13, and shall include information on recurring or non-recurring fair value measurement of assets and liabilities, inputs such as fair value valuation technique and parameters or assumptions used in fair value measurement, and Level 3 of fair value hierarchy.
- Foreign-currency-denominated assets and liabilities that have significant influence: Include the amount of risk exposure, currency, and exchange rate for monetary and non-monetary items denominated in foreign currencies, and the foreign exchange gains or losses on monetary items.
- Supporting information for items presented in the balance sheet and in the statements of comprehensive income, of changes in equity and of cash flows, or other necessary descriptions essential for avoiding misunderstanding by users or for the fair presentation of the financial reports.
|
|
| Article 18 | Financial reports shall include explanatory notes on the following subsequent events that occur between the balance sheet date and the date when the financial reports are authorized for issue:
- Change in capital structure.
- Large long-term or short-term borrowings.
- The addition, expansion, construction, lease, obsolescence, idling, sale, pledge, transfer, or long-term renting of major assets.
- Principal investments in other enterprises.
- Losses due to major disasters.
- Major litigation pending or concluded.
- The signing, completion, voidance, or lapse of major contracts.
- Major organizational adjustments and significant management reforms.
- Material effects of changes in government laws and regulations.
- Other major events or measures capable of affecting future financial position, financial performance, and cash flows.
|
|
| Article 19 | A company-type stock exchange shall separately disclose in the notes to the financial reports information on the following events between the company-type stock exchange and its subsidiaries during the current period, and on parent-subsidiary transactions:
- Information on significant transactions:
- Lending funds to others.
- Providing endorsements or guarantees for others.
- Holding of securities at the end of the period (excluding the portion held due to investment in a subsidiary or an associate, and the portion held due to an interest in a joint venture).
- Aggregate purchases or sales of the same securities reaching NT$100 million or 20 percent of paid-in capital or more.
- Acquisition of real estate reaching NT$300 million or 20 percent of paid-in capital or more.
- Disposal of real estate reaching NT$300 million or 20 percent of paid-in capital or more.
- Purchases or sales of goods from or to related parties reaching NT$100 million or 20 percent of paid-in capital or more.
- Accounts receivable from related parties reaching NT$100 million or 20 percent of paid-in capital or more.
- Trading in derivative instruments.
- Others: The business relationship between the parent and the subsidiaries and between each subsidiary, and the circumstances and amounts of any significant transactions between them.
- Information on investees:
- If the company-type stock exchange directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company, it shall disclose information on the investee company, showing the name, location, principal business activities, original investment amount, shareholding at the end of the period, profit or loss for the period, and recognized investment gain or loss.
- The company-type stock exchange is exempted from the requirements of items A to D of the preceding subparagraph when the investee company it controls directly or indirectly is a financial, insurance, or securities enterprise.
If the shares issued by a company-type stock exchange have a par value other than NT$10, for the calculation of a transaction amount of 20 percent of paid-in capital under subparagraph 1, items D to H of the preceding paragraph, 10 percent of the equity attributable to owners of the parent as stated in the balance sheet shall be substituted.
|
|
| Article 20 | A company-type stock exchange shall fully disclose information on related party transactions in accordance with IAS 24, and the following provisions shall be complied with:
- The name and relationship of the related party shall be presented.
- If the transaction amount or balance of any single related party reaches 10 percent or more of the company-type stock exchange's total transaction amount or balance of that type of transaction, the name of each such related party shall be individually presented.
In considering whether a counterparty is a related party, attention shall be directed to the substance of the relationship in addition to the legal form. Unless it can be established that no control, joint control, or significant influence exists, a party falling within any of the following shall be deemed to have a substantive related party relationship, and relevant information shall be disclosed in the notes to the financial reports in accordance with IAS 24:
- An affiliated enterprise within the meaning given in Chapter VI-I of the Company Act, and any of its directors, supervisors, and managerial officers.
- A company or institution governed by the same general management office as the company-type stock exchange, and any of its directors, supervisors, and managerial officers.
- A person holding the position of manager or higher in the general management office.
- A company or institution shown as an affiliated enterprise in the company-type stock exchange's publications or public announcements.
- Another company or institution whose board chairman or president is the same person as, or is the spouse or a relative within the second degree of kinship of, the board chairman or president of the company-type stock exchange.
|
|