| Title： |
Taiwan Stock Exchange Corporation Rules for Regulating Primary Listed Foreign Issuers(2020.03.10) |
| Date： |
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Article 11
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When necessary during the substantive review of financial reports or financial forecasts, a CPA shall be hired to provide opinions and the CPA's working papers may be requisitioned. When a company is listed as requiring a review pursuant to Article 9, paragraph 2, subparagraph 2, item E, the CPA's working papers shall be requisitioned, in order to ascertain whether the certifying CPA audited or reviewed the company pursuant to the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and in accordance with generally accepted auditing principles or relevant Statements of Auditing Standards.
If, during a substantive review of a TSE primary listed company's financial report regarding major accounts or changes in financial ratios, or substantive review of its material information published during the preceding year, any material irregularity is found in its financial information or material information, the TWSE may require that the primary listed company or its CPA, lead underwriter, agent for litigious and non-litigious matters in Taiwan, or independent directors to give explanatory information on specified matters, and in consideration of circumstances, may require the TWSE primary listed company to submit a report with related explanations through the TWSE-designated information reporting website. When necessary, the TWSE may require the primary listed company to hold an informational press conference.
If the review shows that the CPA is in non-compliance with the provisions of paragraph 1, the TWSE may request the CPA in writing to pay attention and take action and may submit the factual evidence relevant to the given case to the competent authority for further disciplinary actions pursuant to the CPA Act, Securities and Exchange Act, or other relevant regulations.
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Article 12
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During formal review of financial reports, if the TWSE discovers that a financial report was not submitted pursuant to the regulations, an incomplete set of documents was filed, or the CPA produced an audit report not with an unqualified opinion or review report not with unqualified conclusions, affecting the fair presentation of the financial report to the extent that a restatement is required, or that the company's internal control system has significant deficiencies; or if, during the formal examination of a financial forecast, it is found that incomplete information was submitted or incomplete information was publicly released, or the date of public disclosure and filing or the date of preparation exceeded the deadline, or the CPA produced a non-standard audit opinion, the TWSE shall formulate a concrete method of handling or suggestions for handling the matter for inclusion in its related report to the competent authority.
After reviewing a financial report, the TWSE shall explicitly express a review conclusion and an opinion on a concrete method of handling. If deficiencies or omissions are found, the TWSE shall request the listed company to rectify and, in the event of any irregular case with material deficiencies or omissions which requires the TWSE to handle the matter pursuant to the Securities and Exchange Act or to request the assistance of relevant agencies, the TWSE shall attach its review report with the given case, formulate an opinion on its handling, and report to the competent authority, or request that the competent authority transfer the case to the specific competent authority for the target industry for further investigation and handling.
If common deficiencies are found during the review of financial reports, the TWSE may issue a circular letter to TWSE primary listed companies as a reference for improvement and forward a copy to the competent authority.
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Article 23
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The TWSE will take prompt measures upon discovering any of the following circumstances when auditing the internal control system of a TWSE primary listed company:
- Upon discovery of a material irregularity for which an in-depth audit is necessary, the company shall be listed as an audit target for financial reports.
- Upon discovery of a material irregularity or violation of applicable provisions of the TWSE Operating Rules, the prescribed measures shall be taken and a report submitted to the competent authority.
- Upon discovery of a material deficiency or upon the occurrence of any event under the subparagraphs of Article 43 of the Regulations for the Establishment of Internal Control Systems by Public Companies, the TWSE, where necessary, may submit a report to the competent authority, which may request the audited company to engage a certified public accountant to conduct a special audit and issue an audit report. If the CPA is found upon review to have failed to abide by Section III (Special Audits by Certified Public Accountants) of Chapter III of the Regulations for the Establishment of Internal Control Systems by Public Companies, the TWSE may request the CPA in writing to pay attention and take action, with a copy forwarded to the competent authority.
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