Taiwan Stock Exchange - Rules & Regulations Directory
Chapter 1 General Principles
These Regulations are made in accordance with the provisions of Article 36, paragraph 4 of the Securities and Exchange Act.
Unless otherwise provided by the competent authority having jurisdiction over banks, bills finance companies, financial holding companies, or any other line of business concerned, a public company shall include in its annual report all the items set forth in these Regulations, and may also use as reference the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses. In addition, public companies shall also include a table of contents indicating page number for each item in the report. Where the company has nothing to report with respect to a particular item, or where the company is exempted from reporting requirements with respect to a particular item by order of the Financial Supervisory Commission (FSC), the annual report may carry a note indicating that the item in question is "not applicable" or "omitted."
Where the same information is required in more than one item of the annual report, the company may record the information in only one place, while in the other place(s) directing the reader to the page where the information is recorded.
The basic principles for compiling an annual report for publication are as follows:
- Particulars specified in the annual report shall be up to date, and shall not contain any false information or conceal any information;
- The contents of the annual report shall be detailed and accurate. The language used shall be easy to understand, and the report shall appropriately utilize statistic charts, flow charts or other charts. When necessary, a company may publish a bilingual report, or publish a foreign language version under separate cover.
The cover of an annual report shall specify the company name, the year of publication, the date of publication, and in the upper right-hand corner shall indicate the company's common stock code together with prominently printed URLs for relevant web locations (including the information disclosure website specified by the FSC, as well as the webpage where the company discloses annual report-related information on its own website).
Where the common stock code referred to in the preceding paragraph has been changed, both the old and new codes shall appear side-by-side in the annual reports for the current fiscal year and the next 2 fiscal years thereafter.
In the event of a company name change as referred to in the first paragraph, the company's old and new names shall appear side-by-side in the annual reports for the current fiscal year and the 2 fiscal years thereafter.
The inside cover of an annual report shall specify the following:
- the name, title, telephone number, and e-mail address of the spokesman or acting spokesman;
- the address and telephone number of the company's headquarters, branch offices, and factories;
- the name, address, e-mail address, and telephone number of the agency handling shares transfer;
- the name of the certified public accountant who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone number of said person's accounting firm.
- the name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities; and
- the address of the company's website.
The back cover of an annual report shall bear the following:
- the corporate chop specimen; and
- the chop or signature of the responsible person of the company.
The contents of an annual report shall include:
- A report to the shareholders.
- A company profile.
- A corporate governance report.
- Information on capital raising activities: Disclose the company's capital, any issuance of shares, corporate bonds, preferred shares, global depository receipts, and employee stock warrants, new restricted employee shares, any merger and acquisition activities (including mergers, acquisitions, and demergers), and the status of implementation of capital allocation plans.
- An overview of operations.
- An overview of the company's financial status.
- A review and analysis of the company's financial position and financial performance, and a listing of risks.
- Other items deserving special mention.