Chapter IV Affiliation Report |
| Article 15 | The content of the Affiliation Report shall include a description of the relationship between the subordinate company and the controlling company, and their business transactions, endorsements and guarantees, and other matters with a significant effect on their finances and business.
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| Article 16 | The following particulars shall be stated regarding the relationship between the subordinate company and the controlling company (Table 5):
- The name of the controlling company, the reasons for the control, and details of shareholding and pledges.
- Any directors or supervisors appointed to the subordinate company by the controlling company, or controlling company appointees engaged as managerial officers of the subordinate company.
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| Article 17 | The following particulars shall be included in the description of business transactions:
- Purchase (sale) of goods (Table 6):
- The total dollar amount of purchase (sale) transactions and the percentage it accounts for of total purchase (sale) transactions.
- Gross profit on sales.
- Transaction terms and conditions and a comparison with ordinary transaction terms and conditions.
- Period-end balances of accounts receivable (payable) and notes receivable (payable), and the percentage they account for of the total period-end balances of the same.
- If there were any instances of tardiness in accounts payable during the accounting year, the amounts and methods of treatment of such tardiness, and any allowances set aside for bad debt.
- Advance receipts (payments).
- Property transactions (Table 7):
- Name of the property, transaction date or date of factual occurrence, dollar amount of the transaction, terms of delivery or payment, and details of the receipt/payment of the transaction price.
- Losses and gains on disposal of property. (Losses and gains on acquisitions of property need not be stated.)
- Reasons for selecting the controlling company as the transaction counterpart.
- Information on the last preceding transfer.
- Method by which the transaction was decided upon and reference basis upon which the price was determined.
- The specific purpose of the acquisition or disposal and the usage status of the object of the transaction.
- Other special stipulations.
- Financing (Table 8):
- Highest balance, period-end balance, interest rate interval, and total interest for the current period.
- Financing period (starting and ending dates) and reason for the financing.
- Description of collateral obtained or produced.
- Method by which the transaction was decided upon.
- Allowances set aside for bad debt. (Those for payables for need not be stated.)
- Asset leasing (Table 9):
- Name and location of the object leased.
- Lease period.
- Whether the nature of the leasing is capital leasing or operational leasing.
- The method by which the leasing price was determined and the collection (payment) method, and a comparison with ordinary leasing price levels.
- Total leasing price for the current period and collection/payment status.
- Other special stipulations.
- Other significant business transactions such as contracts for production, sales, or processing, acquisition of corporate bonds issued by the controlling company, or subscription for new shares of the controlling company where original shareholders waived their subscription rights.
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| Article 18 | The following particulars shall be stated with respect to endorsements and guarantees (Table 10):
- Maximum balance endorsed or guaranteed by the [subordinate] company for the controlling company, period-end balance, and the percentage for which it accounts of the net worth reported in the financial statements.
- Reason for the company's provision of the endorsement or guarantee to the controlling company.
- Where collateral is provided for a guarantee, the name, quantity, and book value of such collateral.
- Terms and conditions or dates for rescinding the endorsement or guarantee obligation or withdrawing the collateral.
- Contingency loss amounts stated in the financial statements following the results of risk assessment.
- Whether endorsement or guarantee operations breach applicable operational rules.
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| Article 18-1 | When preparing consolidated financial statements of affiliates, a public company shall place its Declaration and the Review Report, prepared pursuant to the provisions of the Guidelines for the Review of Consolidated Financial Statements of Affiliated Enterprises by the CPA certifying the financial report, on the first two pages of the consolidated financial statements of the affiliates and bind them together as a volume.
If the companies required to be included in the consolidated financial statements of affiliates under these Criteria are all the same as companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in Financial Accounting Criteria Gazette No. 7, and if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, the [controlling] company may place a declaration to this effect on the first page of the consolidated financial statements of parent and subsidiary companies, shall not be required to prepare separate consolidated financial statements of affiliates or produce the Declaration referred to in the preceding paragraph.
A public company preparing an affiliation report shall place its Declaration and the opinion on the Declaration submitted by the CPA certifying the financial report on the first two pages of the affiliation report and bind them together as a volume.
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