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Chapter Content

Title:

Regulations Governing Information to be Published in Financial Institution Prospectuses for Offering and Issuance of Securities  CH

Amended Date: 2020.03.24 
   Chapter 2 Content
      Section 4 Financial Overview
Article 28The "summarized financial data for the most recent 5 years" shall include the following items:
1.Condensed balance sheet and statement of comprehensive income: Set forth the condensed balance sheet and statement of comprehensive income information for the most recent five years. Exchange-listed companies and OTC-listed companies shall also set forth the condensed balance sheet and statement of comprehensive income information up to the quarter immediately preceding the publication date of the prospectus. If the company has been notified by the FSC to restate its financial reports, only the restated figures/numbers can be used. Also note the reason why the data had to be restated, and provided information on the restatement. If the company is notified to conduct self-corrections, note the reasons for the corrections, and provide information on the corrections. (Attachment 58)
2.The important items which affected the making of uniform comparison on the above-mentioned condensed financial statements, such as accounting changes, corporate mergers, or suspension of work in the operating departments etc., and the impacts of these events on the then current financial reports.
3.The names and audited opinions of the certifying certified public accountant for the most recent five years:
A.Setting forth the names and audited opinions of the certifying certified public accountant for the most recent five years. Except for auditor's reports with unqualified opinion, the contents of the opinion shall be fully described.
B.If there was change/replacement of the certified public accountant within the most recent five years, explanation made by the company, the predecessor and successor certified public accountants over the causes for such change/replacement shall be set forth.
4.Financial analysis: Provide a comprehensive analysis of the financial data for the most recent five years. Exchange-listed companies and OTC-listed companies shall include in such analysis the then current financial data up to the quarter immediately preceding the publication date of the prospectus.
The financial analysis shall at least include the items listed below, and shall provide explanations of the causes of changes in the financial ratios for the preceding two fiscal periods: (Attachment 59)
A.Financial structure.
B.Solvency: Current reserve ratio.
C.Operating ability.
D.Profitability.
E.Cash flow.
F.Leverage.
5.Analysis of legal compliance: (Attachment 60)
A.Ratio of total balance of credit extensions secured by interested parties to the company's net worth. In the case of a bank which is a subsidiary of a financial holding company, additionally disclose the ratio of the total transactions with a single interested party, aside from credit extensions, to the net worth of the bank, and the ratio of the total transactions with all interested parties, aside from credit extensions, to the net worth of the bank.
B.Ratio of a financial holding company's total long-term equity investments in non-financial enterprises to paid-in capital.
C.Common equity ratio.
D.Tier 1 capital equity ratio.
E.Capital adequacy ratio. For a financial holding company, disclose the group capital adequacy ratio.
F.Ratio of mid-term loan to time deposit.
G.Ratio of the invested amount in self-used assets to net worth.
H.Ratio of the invested amount in the business-used warehouse to deposit.
I.Ratio of balance of investment in various securities to total balance of deposit and issued amount of the financial bonds.
J.Ratio of loan extended to the medium and small enterprises to the total balance of loan.
K.Ratio of mid-term and long-term loans to medium and small enterprises to time deposits.
L.Ratio of reverse repo bond and bill transactions to net worth.
M.Ratio of outstanding self-guarantees and endorsements to net worth.
N.Ratio of investments in bond- and equity-related products to net worth.
O.Ratio of holdings in short-term bills and bonds issued by certain designated enterprises to net worth.
P.Aggregate balance of guarantees made for the benefit of interested parties, expressed as a multiple of net worth.
Q.Ratio of trust fund the use of which to be designated to net worth.
R.Ratio of guaranteed amount to net worth.
S.Ratio of the balance of non-collateralized guarantees to net worth
T.Ratio of regulatory capital invested in exchange-listed stocks to net worth.
6.Description of major variations of accounting items: Comparing the most recent two years' accounting items in the balance sheets and statement of comprehensive income; if there is a 10% or more variation in the monetary amounts, and if such sum has reached 1% of the total assets value of the then current year, a detailed analysis of the causes for such changes shall be made. (Attachment 61)
Article 29Financial reports shall include the following information:
1.The financial statements and CPA audit reports for the two preceding fiscal years as of the time when the issuer applied for (or registered) the offering and issuance of securities, and the financial report for the most recent quarter publicly announced and reported shall also be included.
2.The issuer's parent company only financial reports for the two most recent fiscal years, audited and certified by a CPA, but excluding statements of major accounting items.
3.If there are CPA audited and certified, or reviewed financial reports and parent company only financial reports for the most recent period during the time after the issuer has registered (or applied for) the offering and issuance of securities and up to the date of publication of the prospectus, disclose these reports.
Article 30The "financial summary and other important matters" shall include the following information:
1.If the company and its affiliated enterprises have experienced any financial difficulties in the most recent three fiscal years, or in the current year up to the date of publication of the prospectus, indicate the impact on the company's financial position.
2.Impact of exchange rate fluctuation on the company's revenues and profitability, and concrete measures adopted by the company against exchange rate fluctuation.
3.In case of occurrence of the events under Article 185 of the Company Act in the most recent two years and up to the date of publication of the prospectus, the following information shall be disclosed:
A.The price of the business (assets) acquired (transferred), payment conditions, payment status, and development prospects.
B.The company's current and future operation strategies, and the impact on the company's research and development, technology, profitability of sales,, and production capacity, in the wake of a partial acquisition (or transfer) of part of business operations or research and development results from (or to) another company.
4.Subsequent events: During the period after the certified public accountant has completed the most recent year's or the half-year's auditor's report, or the most recent review report, and until the prospectus' publication date, if any major incident occurs which is likely to impact the financial condition and operating results, it shall be properly disclosed and its impact explained.
5.Other matters.
Info
Article 31The section for review and analysis of the company's financial condition and financial performance shall include the following information:
1.Financial status: Indicate the main reasons for, and impact of, any material changes to the company's assets, liabilities, or equity over the preceding two fiscal years. Where the impact is of material significance, describe plans for future response measures.
2.Financial performance: Indicate the main reasons for any material changes to revenues or income before tax, as well as further expected changes and the bases for such expectation, possible impact on the company's future financial and business conditions, and planned response measures.
3.Cash flows: Analyze and explain cash flow changes over the most recent fiscal year, describe corrective action plans for any instance of insufficient liquidity, and analyze cash liquidity for the coming year.
4.Indicate the impact of any material capital expenditures over the most recent fiscal year upon the company's financial and operating condition.
5.Indicate the company's policy for the most recent fiscal year on investments in other companies, the main reasons for profit/losses resulting therefrom, corrective action plans, and investment plans for the coming year
6.Other matters of important significance.