Regulations Governing Information to be Published in Annual Reports of Public Companies - Chapter - Laws & Regulations Database of The Republic of China (Taiwan)

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Chapter Law Content

Title：	Regulations Governing Information to be Published in Annual Reports of Public Companies CH
Category：	Financial Supervisory Commission（金融監督管理委員會）
Attachment：	Table 1-Information on Directors and Supervisors (1).pdf Table 1-1-Information on the Management Team.pdf Table 1-2-(Method for Disclosure of Remuneration).pdf Table 1-3-Names and Distributions of Employee Profit-Sharing Compensation to Managerial Officers.pdf Table 2-(1)Operation of the Board of Directors.pdf Table 2-1-Operation of the Audit Committee.pdf Table 2-1-1-Attendance by the Supervisors at Board of Directors Meetings.pdf Table 2-2-Corporate Governance – Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSETPEx Listed Companies and the Reasons.pdf Table 2-2-1-(1) Information on Remuneration Committee Members.pdf Table 2-2-2-Promotion of Sustainable Development – Implementation Status and Deviations from the Sustainable Development Best Practice Principles for TWSETPEx Listed Companies and the Reas.pdf Table 2-2-3-Climate-Related Information of TWSETPEx Listed Company.pdf Table 2-2-4-Ethical Corporate Management – Implementation Status and Deviations from the Ethical Corporate Management Best Practice Principles for TWSETPEx Listed Companies and the Reasons.pdf Table 2-3-(Deleted).pdf Table 2-4-Information on CPA (External Auditor) Professional Fees (Please fill in the amounts).pdf Table 2-4-1-(Deleted).pdf Table 2-5-Information on Replacement of CPAs (2).pdf Table 3-Changes in Shareholding of Directors, Supervisors, Managerial Officers, and Major Shareholders.pdf Table 3-1-Relationships Among the Top 10 Shareholders.pdf Table 4-Total Ownership of Shares in Investee Enterprises.pdf Table 5-Sources of Capital.pdf Table 6-(Deleted).pdf Table 7-(Deleted).pdf Table 8-List of Major Shareholders.pdf Table 9-(Deleted).pdf Table 10-(1) Share Repurchases by the Company (Repurchases Already Completed).pdf Table 11-Issuance of Corporate Bonds.pdf Table 12-Preferred Shares.pdf Table 13-Global Depositary Receipts (GDR).pdf Table 14-Employee Share Subscription Warrants.pdf Table 14-1-New Restricted Employee Shares.pdf Table 15-Names and Acquisition and Subscription Status of Managerial Officers Who Have Acquired Employee Share Subscription Warrants and the Top Ten Employees (Ranked by the Number of Subs.pdf Table 15-1- Names and Acquisition Status of Managerial Officers Who Have Acquired New Restricted Employee Shares and the Top Ten Employees (Ranked by the Number of Restricted Shares Acquir.pdf Table 16-Basic Information on Companies That Are Merged or Acquired or Whose Shares Are Acquired by the Company.pdf Table 16-1-Information on Major Suppliers for the Most Recent 2 Years.pdf Table 16-2-Information on Major Customers for the Most Recent 2 Fiscal Years.pdf Table 17-(Deleted).pdf Table 18-(Deleted).pdf Table 19-Employee Statistics for the Most Recent 2 Fiscal Years up to the Annual Report Publication Date.pdf Table 20-Important Contracts.pdf Table 21-(Deleted).pdf Table 22-(Deleted).pdf Table 23-(Deleted).pdf Table 24-Private Placements of Securities.pdf Table 25-(Deleted).pdf

Chapter 1 General Principles

Article 1

These Regulations are made in accordance with the provisions of Article 36, paragraph 4 of the Securities and Exchange Act.

Article 2

Unless otherwise provided by the competent authority having jurisdiction over banks, bills finance companies, financial holding companies, or any other line of business concerned, a public company shall include in its annual report all the items set forth in these Regulations, and may also use as reference the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses. In addition, public companies shall also include a table of contents indicating page number for each item in the report. Where the company has nothing to report with respect to a particular item, or where the company is exempted from reporting requirements with respect to a particular item by order of the Financial Supervisory Commission (FSC), the annual report may carry a note indicating that the item in question is "not applicable" or "omitted."
Where the same information is required in more than one item of the annual report, the company may record the information in only one place, while in the other place(s) directing the reader to the page where the information is recorded.

Article 3

The basic principles for compiling an annual report for publication are as follows:
1. Particulars specified in the annual report shall be up to date, and shall not contain any false information or conceal any information;
2. The contents of the annual report shall be detailed and accurate. The language used shall be easy to understand, and the report shall appropriately utilize statistic charts, flow charts or other charts. When necessary, a company may publish a bilingual report, or publish a foreign language version under separate cover.

Article 4

The cover of an annual report shall specify the company name, the year of publication, the date of publication, and in the upper right-hand corner shall indicate the company's common stock code together with prominently printed URLs for relevant web locations (including the information disclosure website specified by the FSC, as well as the webpage where the company discloses annual report-related information on its own website).
Where the common stock code referred to in the preceding paragraph has been changed, both the old and new codes shall appear side-by-side in the annual reports for the current fiscal year and the next 2 fiscal years thereafter.
In the event of a company name change as referred to in the first paragraph, the company's old and new names shall appear side-by-side in the annual reports for the current fiscal year and the 2 fiscal years thereafter.

Article 5

The inside cover of an annual report shall specify the following:
1. the name, title, telephone number, and e-mail address of the spokesman or acting spokesman;
2. the address and telephone number of the company's headquarters, branch offices, and factories;
3. the name, address, e-mail address, and telephone number of the agency handling shares transfer;
4. the names of the certified public accountants who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone number of the accounting firm to which they belong.
5. the name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities; and
6. the address of the company's website.

Article 6

The back cover of an annual report shall bear the following:
1. the corporate chop specimen; and
2. the chop or signature of the responsible person of the company.

Article 7

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.