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Article 7
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The contents of an annual report shall include:
1. A report to the shareholders.
2. A corporate governance report.
3. 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.
4. An overview of operations.
5. A review and analysis of the company's financial position and financial performance, and a listing of risks.
6. Other items deserving special mention.
A company that meets certain criteria, in addition to including in its annual report the content required under the preceding paragraph, shall also include, in a dedicated section, sustainability-related financial information passed by resolution of the board of directors. The aforementioned "certain criteria" shall be separately prescribed by the FSC.
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Article 10-1
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A company that meets certain criteria as mentioned in Article 7, paragraph 2 shall handle the preparation and disclosure of sustainability-related financial information in accordance with the following subparagraphs and relevant laws and regulations; matters not specified therein shall be handled in accordance with the IFRS Sustainability Disclosure Standards (hereinafter, "Sustainability Disclosure Standards") as endorsed by the FSC:
1. The company shall identify sustainability-related risks and opportunities that could reasonably be expected to affect its prospects in accordance with the Sustainability Disclosure Standards and shall refer to industry-based disclosure topics as specified in the Sustainability Accounting Standards Board (SASB) Standards, and shall disclose material information that could reasonably be expected to affect the company's cash flows, access to finance, or cost of capital over the short, medium, or long term. Information is "material" if omitting, misstating, or obscuring such sustainability-related financial information could reasonably be expected to influence decisions that primary users of general-purpose financial reports make on the basis of such information.
2. The company’s sustainability-related financial information shall be for the same reporting entity and reporting period as the related financial reports. Except for the first annual reporting period in which the company applies the Sustainability Disclosure Standards, the company shall disclose comparative information for the preceding period simultaneously.
3. The company shall declare that its sustainability-related financial information has been prepared in accordance with the Sustainability Disclosure Standards endorsed by the FSC, and shall fairly present such information to ensure it meets the qualitative characteristics of relevance, faithful representation, comparability, verifiability, timeliness, and understandability.
4. The company shall enable primary users of general purpose financial reports to understand the connections between sustainability-related financial information and related financial reports. Data, assumptions, and units of measure used to prepare sustainability-related financial information shall be consistent with those in the same period's financial reports; any significant differences shall be disclosed.
5. The company shall disclose sustainability-related financial information according to the core content including governance, strategy, risk management, and metrics and targets. In accordance with relevant provisions of the Sustainability Disclosure Standards, the company may use all reasonable and supportable information available at the reporting date without undue cost or effort, and may make disclosures quantitatively or qualitatively using an approach that is commensurate with its skills, capabilities, and resources.
6. In the first annual reporting period in which the company applies the Sustainability Disclosure Standards, the company is permitted to disclose only climate-related information, and shall disclose that fact.
7. Regarding measurement methods for greenhouse gas emissions in climate-related information: Except for emission sources required to be inventoried under the Climate Change Response Act, which shall be handled by methods prescribed by the Ministry of Environment, measurements shall be conducted in accordance with the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard or methods endorsed by the FSC. Information on applicable methods, measurement approach, inputs, and assumptions shall be disclosed in accordance with IFRS S2 Climate-related Disclosures. If, in the annual reporting period immediately preceding the initial application of the Sustainability Disclosure Standards, the company used another method for measuring its greenhouse gas emissions, it is permitted to continue using that other method in the first annual period in which the company applies the Sustainability Disclosure Standards.
8. When preparing Scope 1 and Scope 2 greenhouse gas emission information in climate-related information, the company shall obtain and disclose assurance opinions from independent third parties in the manner prescribed by the FSC. Scope 3 greenhouse gas emission information shall be disclosed according to the timeline prescribed by the FSC.
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Article 23
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The company shall upload an electronic file containing its annual report to the information disclosure website specified by the FSC in accordance with the following rules:
1. In the case of a public company whose stock is listed on the TWSE or traded on the TPEx, upload the electronic file seven days prior to the day on which a shareholders' meeting is to be held. However, in the case of a TWSE or TPEx listed company with paid-in capital reaching NT$2 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the shareholders' register at the time of holding of the shareholders' meeting in the most recent fiscal year, it shall upload the electronic file 14 days prior to the day on which the shareholders' meeting is to be held.
2. In the case of a public company whose shares are neither listed on the TWSE nor traded on the TPEx, upload the electronic file two days prior to the day on which a shareholders' meeting is to be held.
A company that meets certain criteria as mentioned in Article 7, paragraph 2 shall file its annual report at the same time as its financial report for the same fiscal year, and shall transmit the electronic file of the annual report to the information filing website designated by the FSC. However, if the complete content of the annual report has not yet been prepared, the company may first file the dedicated section on sustainability-related financial information, and then file the complete annual report in accordance with subparagraph 1 of the preceding paragraph.
If the annual report is to be used as a supplemental material to the agenda handbook for the shareholders' meeting, the time limit for uploading the electronic file to the website under the preceding two paragraphs shall comply with the time limit provided in the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies.
The company whose stock is listed on the TWSE shall send a copy of the annual report to the TWSE. The company whose stock is traded on the TPEx shall send a copy of the annual report to the TPEx.
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