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Article 7
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A financial report as referred to in Chapter II of these Rules shall mean a consolidated financial report prepared pursuant to the applicable regulations governing the preparation of financial reports adopted by the competent authority for the relevant industry. However, if the issuing company does not have a subsidiary, individual financial reports shall be prepared. The aforementioned financial reports shall be duly audited and certified or reviewed by two or more certified public accountants (CPAs) of an accounting firm; provided that for a stated-owned enterprise, the financial reports for the most recent fiscal year shall be prepared pursuant to the applicable regulations governing the preparation of financial reports adopted by the competent authority for the relevant industry, and audited and attested by CPAs, and if in other years, the securities have not been publicly issued, the financial reports audited by the auditing agency may be used instead.
The amount of capital referred to in Chapter II of these Rules shall be the amount shown on the certifying documents following registration (or amendment registration). However shares of privately placed securities that have not been publicly issued shall not be counted in the calculation of the aforesaid amount of capital.
The net worth and profit before tax as referred to in Chapter II of these Rules shall mean, for consolidated reports, the amount attributable to owners of parent.
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Article 28-2
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The securities underwriter referred to in the preceding article shall be registered as a member of the Taiwan Securities Association and establish a place of business within the Republic of China.
A lead securities underwriter must undertake, in writing, that it has performed due diligence procedures, that the evaluation report, other documentation, and attachments it issues all are true, and that it has not concealed or omitted any material financial or operating information regarding the foreign issuer.
The foreign issuer and its directors shall assist the securities underwriter to conduct due diligence procedures, and provide any required information.
A foreign issuer shall continuously engage a lead securities underwriter from the date of listing to the end of the 3 subsequent fiscal years to assist it in compliance matters regarding Republic of China securities laws and regulations, the bylaws, rules, and public announcements of the TWSE, and the listing contract.
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Article 28-3
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The standard basis for the paid-in capital of Article 28-1 is the amount of paid-in capital recorded in the evidentiary documents of the foreign issuer's registration or amendment registration translated into New Taiwan Dollars based on the average of the daily foreign exchange rates at market close, as announced by the designated foreign exchange bank in the Republic of China, for the 1-month period before the foreign issuer applied for listing.
The standard basis for the "net worth" and "profit before tax" specified by Articles 28-1, 28-6, and 28-13 shall be the CPA audited and attested consolidated financial report, and shall refer to the amount attributable to owners of the parent.
The financial report referred to in Article 28-1 and Article 28-13 shall be prepared in accordance with the applicable regulations governing the preparation of financial reports adopted by the competent authority for the relevant industry, the generally accepted accounting principles of the United States, or the International Financial Reporting Standards, with an audit report issued by two ROC-licensed CPAs of a joint accounting firm approved by the Competent Authority to attest to the financial reports of public companies, or audited by an international CPA firm that has a cooperative relationship with the aforementioned accounting firm accompanied by an audit report issued by an ROC-licensed CPA.
A consolidated financial report of the preceding paragraph that is not prepared in accordance with the applicable regulations governing the preparation of financial reports adopted by the competent authority for the relevant industry shall disclose any items with material discrepancies and the amount of any monetary impact of those discrepancies, and provide an opinion by an ROC-licensed CPA regarding those items.
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