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VII.Reporting and publication of financial reports
- Prepare, report and publish financial reports according to requirements (Securities and Exchange Act §36):
- To facilitate the FSC's regulation of issuers and enable investors to make investment analyses, an issuer shall compile financial statement pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers promulgated by the FSC in accordance with Article 14, Paragraph 2 and to the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises under Article 369-12 of the Company Act, and is responsible for filing and publicly announcing such statements on a periodic basis as below:
- An issuer shall, within three months after the close of each fiscal year shall, publish and report to the FSC annual financial reports that have been audited and attested by certified public accountants, approved by the board of directors, and acknowledged by the supervisors.
- Within 45 days after the end of the first, second and third quarters of each fiscal year, it shall publish and report to the FSC financial reports that have been reviewed by certified public accountants and presented to the board of directors (enforced as of the 2013 fiscal year).
- It shall publish and report the operating status of the preceding month before the tenth day of each month, operating status meaning, according to Article 5 of the Securities and Exchange Act Enforcement Rules: total invoiced amount and business revenue, total amount of endorsements and guaranties provided for third parties, and other items as prescribed by the FSC.
- A listed company that adopted the International Financial Reporting Standards early, with the approval of the FSC, prior to the commencement day of FY2012, shall prepare consolidated financial reports for each period of 2012 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers amended by the FSC July 7, 2011. Its interim consolidated financial reports for the first and third quarters shall be reviewed by certified public accountants and published and reported within a month of the close of the first and third quarters of the fiscal year.Its biannual consolidated financial reports shall be audited and attested by certified public accountants, approved by the board of directors, and acknowledged by the supervisors, and published and reported within two months of the close of business of each half year. The above-mentioned one-month and two-month periods may extend for 15 days.
- The aforementioned company shall prepare an annual report and distribute it to all shareholders at the regular meeting of shareholders convened within six months of the close of each fiscal year. The particulars to be covered in the annual report are governed by the FSC Regulations Governing Information to be Published in Annual Reports of Public Companies.
- During a reorganization period of an issuer, the authorities of the board of directors and the supervisors are exercised by the reorganizers or the reorganization supervisors.
- In the event of a discrepancy between the annual financial reports ratified by the regular meeting of shareholders convened within six months of the close of each fiscal year and those published and reported to the FSC, or in the event of any of the circumstances under Article 7 of the Securities and Exchange Act Enforcement Rules which has a material impact on shareholders' equity or securities prices, the issuer shall publish the event and report to the FSC within two days from the date of occurrence of the event.
- Transcripts of the above-mentioned published and reported particulars and annual reports shall be sent to the stock exchange and Taiwan Securities Association in case the securities are listed on the stock exchange and to the Taiwan Securities Association to be made available for public review in case the securities are traded over-the-counter.
- The financial reports required to be published and filed above shall include the particulars set out in Article 4 of the Securities and Exchange Act Enforcement Rules. Where such reports are not prepared in accordance with applicable laws and regulations and shall be corrected, the filing party shall correct them on its own within the time limit prescribed by the FSC and restate or publish the corrected reports in accordance with Article 6 of the Securities and Exchange Act Enforcement Rules.
- According to Article 14, Paragraph 3 of the Securities and Exchange Act, the financial reports shall be signed or stamped with the seal of the chairperson, managerial officers, and accounting officers, who shall also produce a declaration that the report contains no misrepresentations or nondisclosures.
- It must further be noted that banks, bills finance companies and financial holding companies of Taiwan shall file audited financial reports within two months of the close of every six months. Individual financial reports of financial holding companies and their subsidiaries are governed by Article 11 of the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies. A financial holding company shall also file within 45 days of the close of each quarter the financial reports of the first and third quarters and make correction within 60 days. (Order No. Jin Guan Yin Fa Zi 10110002230, with effect from January 1, 2013)
- Acquisition and disposal of assets (Securities and Exchange Act §36-1):
The applicable scope, work procedures, required public announcements, required filings, and other matters for compliance for major financial or operational actions of public companies such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, endorsements or guarantees for others, and disclosure of financial projections are governed by the FSC Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
- (III)Violation of the obligation to prepare, file and publish financial reports:
- Administrative liability: The issuer is fined pursuant to Article 178, Paragraph 1, Subparagraphs 2 to 4, the latter part of Subparagraph 7; and Article 178, Paragraph 2, of the Securities and Exchange Act.
- Criminal liability: In the event of false statements made in financial reports or other reports filed or published, the responsible person of the act and signatories are criminally liable pursuant to Article 174, Paragraph 1, Subparagraphs 4 to 6; and Article 179, of the Securities and Exchange Act.
- Civil liability: Pursuant to Article 20-1 of the Securities and Exchange Act, an issuer shall bear liability for damages suffered by bona fide purchasers or sellers of the securities concerned if any document presented by the issuer contains misrepresentations or nondisclosures.
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