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Taiwan Stock Exchange Corporation Procedures for the Review of Financial Reports of Foreign Issuers of Taiwan Depositary Receipts(2012.03.19) |
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Article 1
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These Procedures are specially adopted pursuant to Article 5 of the Taiwan Stock Exchange Corporation Rules Governing Contracts for the Listing of Taiwan Depositary Receipts for purposes of regulating, after the listing of TWSE secondary listed companies, of the preparation, public announcement and filing of financial reports thereof, CPA review reports thereof, and TWSE management measures in connection with the financial reports of TWSE secondary listed companies.
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Article 2
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The consolidated financial reports of a TWSE secondary listed company, after its listing, shall be published on the TWSE-designated information reporting website, and filed in writing, and shall comply with the following rules:
- Annual financial reports shall be audited by CPAs of the country of the original stock listing.
- The accounting principles adopted and the content may comply with the regulations of the home country or the country of listing.
- If the accounting principles adopted are not in accordance with the generally accepted accounting principles of the ROC, US, or International Accounting Standards, the company shall separately provide an explanation of the difference, reviewed by two ROC CPAs approved by the competent authority to attest the financial reports of a public company, to be filed together with the financial reports. However, if the first quarter, semi-annual, and third quarter financial reports do not need to be audited (or reviewed) by the CPA pursuant to the laws of the home country or country of listing of the foreign issuer, it is not required to hire an ROC CPA to provide a review opinion for those.
- For financial reports that are publicly announced and filed pursuant to regulations, the chairperson, managerial officers, and accounting officers shall issue a statement that the financial report contains no misrepresentations or nondisclosures.
- The foreign issuer shall also simultaneously carry out public announcement in the country of listing and through the TWSE-designated information reporting website within the time limit as prescribed by the laws of the home country or country of listing, provided that the annual financial reports shall be filed no later than 6 months after the end of each fiscal year.
- The financial reports publicly announced and filed shall contain a Chinese version, and an English version or a version in the official language of the country of the original stock listing, the ROC CPA's review opinions (not required if there is none), and the condensed balance sheets and income statements before and after reconciliation.
- If the laws of the home country or country of listing of the foreign issuer do not provide relevant requirement, and the foreign issuer voluntarily announces its first and third quarter financial reports, it shall disclose the full financial reports, and do so continuously during the listing period of the Taiwan Depositary Receipts, and shall also publicly announce the reports at the same time.
The ROC CPA shall carry out the necessary review procedures pursuant to the Directions for the Secondary Review of Financial Statements of Foreign Companies Offering and Issuing Taiwan Depositary Receipts, and produce a review report.
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Article 3
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The TWSE shall, within three working days from the deadline for public announcement and filing of financial reports of foreign issuers, conduct a review of the content of the public announcement and filing, in order to find out whether the foreign issuer has carried out the public announcement and filing pursuant to the preceding Article, and shall requisition the reviewing CPAs' working papers for review.
The TWSE shall regularly, by the 10th day of each month, summarize and report the status of public announcement and filing of financial reports of foreign issuers for the preceding month.
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Article 4
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If a foreign issuer's financial report shows any material change in the company's financial or business condition, when necessary the TWSE may contact the foreign issuer for explanations. If the company's financial report has been audited or reviewed by CPAs of the country of the original stock listing, the foreign issuer may at the same time contact its attesting CPAs of the place of original listing and request the CPAs to provide an opinion.
The TWSE shall, by the 10th day of the next month after the summarizing and reporting of the formality reviews under the preceding Article, report to the competent authority the results of its review of the working papers of the CPA that performed the secondary review.
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Article 5
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These Procedures and any amendments hereto shall enter into force following review and recordation by the competent authority
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