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Article NO. Content

Title:

Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses  CH

Amended Date: 2023.12.29 
Article 27     The section on "summary financial data for the most recent 5 fiscal years" shall include the following items:
  1. Condensed balance sheet and statement of comprehensive income: Setting forth the condensed balance sheet and statement of comprehensive income information for the most recent 5 fiscal years. TWSE listed and TPEx listed companies shall also set forth the condensed balance sheet and statement of comprehensive income information up to the quarter immediately preceding the prospectus publication date. For those who have been notified by the FSC to revise their financial information, all the figures/numbers used shall be the revised ones, and the status and reasons for such revision shall be noted. Those who are notified by FSC to make the corrections by themselves shall make note of the status and reasons for the corrections. (Table 55)
  2. Matters of material significance which affected the comparability of the above-mentioned condensed financial statements, such as accounting changes, corporate mergers, or suspension of work in the operating departments etc., and the impact of these events on the then current financial reports.
  3. The names and auditor's opinions of the attesting CPA for the most recent 5 fiscal years:
    1. Setting forth the names and audited opinions of the attesting CPA for the most recent 5 fiscal years. Except for those audited reports with an unqualified opinion, the contents of the opinion shall be fully described.
    2. If there was change/replacement of the CPA within the most recent 5 fiscal years, explanation made by the company's previous and current CPA over the causes for such change/replacement shall be set forth.
  4. Financial analysis: Consolidated analysis of the financial data for the most recent 5 fiscal years shall be made. TWSE listed and TPEx listed companies shall include in such analysis the then current financial data up to and until the quarter immediately preceding the prospectus publication date. The financial analysis shall at least include the below-listed items, and explanations shall be given of the causes of changes in the financial ratios for the preceding 2 fiscal years. (Table 56)
    1. Financial structure: a. Ratio of liabilities to assets. b. Ratio of long-term capital to property, plant and equipment.
    2. Debt service ability:
      1. Current ratio.
      2. Quick ratio.
      3. Interest coverage folds.
    3. Operating ability:
      1. Account receivables' turnover rate.
      2. Average days for cash receipts.
      3. Inventory's turnover rate.
      4. Payables turnover rate.
      5. Average days for sale of goods.
      6. Turnover rate for property, plant and equipment.
    4. Total assets' turnover rate.
    5. Profitability:
      1. Assets return ratio.
      2. Equity return ratio.
      3. Net profit ratio.
      4. Earning per share.
    6. Cash flow:
      1. Cash flow ratio.
      2. Cash flow sufficiency ratio.
      3. Cash re-investment rate.
    7. Leverage
      1. Operational leverage.
      2. Financial leverage.
  5. Description of major variations of accounting items: Comparing the most recent 2 fiscal years' accounting items in the balance sheets and statements of comprehensive income; if there is a 10 percent or more variation in the monetary amounts, and if such sum has reached 1 percent of the total assets value of the then current fiscal year, a detailed analysis of the causes for such changes shall be made. (Table 54)