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Chapter Law Content

Chapter II Financial Reports
Section V Notes
Article 15
To meet the objective of presenting full and complete information about the financial position, financial performance, and cash flows of an issuer, financial reports shall contain explanatory notes disclosing the following:
1. Company history and scope of business operations.
2. A statement that the financial reports comply with these Regulations, applicable laws and regulations (giving the title of the laws or regulations), as well as IFRS, IAS, IFRIC Interpretations, and SIC Interpretations.
3. The date when the financial reports were authorized for issue and the process involved in authorizing the financial reports for issue.
4. The effect or impact that may arise when it has or has not applied a new or revised IFRS, IAS, IFRIC Interpretation, or SIC Interpretation endorsed by the FSC.
5. A summary of significant accounting policies used that are relevant to an understanding of the financial reports, and the measurement basis (or bases) used in preparing the financial reports.
6. Significant accounting judgments, estimations, and assumptions, as well as information about the assumptions it makes and other major sources of estimation uncertainty.
7. Objectives, policies and processes for managing capital, and any change in capital structure, including funding, liability, and equity.
8. If for a special reason there is a change in accounting treatment, thus affecting the comparison of financial data between two successive periods, the reason for the change and its effect on the financial reports shall be noted.
9. If it is necessary to provide the basis of valuation for any amount, financial instrument, or other item presented in the financial reports, that basis of valuation shall be noted.
10. If any item presented in the financial reports is subject to any legal, regulatory, contractual, or other restriction, the circumstances and timing of the restriction and other related information shall be noted.
11. Criteria for classifying assets and liabilities into current and non-current.
12. Material contingent liabilities and unrecognized contractual commitments.
13. Financial risk management objectives and policies.
14. Long-term and short-term borrowings.
15. The addition, expansion, construction, lease, obsolescence, idling, sale, transfer, or long-term renting of major assets.
16. Principal investments in other enterprises.
17. Material transactions with related parties.
18. Losses due to material disasters.
19. Any research and development project funded by another party and the amount.
20. Material litigation pending or concluded.
21. The signing, completion, voidance, or lapse of material contracts.
22. Information about financial instruments. The information shall be disclosed in accordance with IFRS 7, including disclosure of the significance of financial instruments for the entity's financial position and performance; qualitative and quantitative disclosures describing risk exposures arising from financial instruments.
23. Comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers shall be disclosed in accordance with IFRS 15, including details of revenue recognized from contracts with customers, contract balances, contract obligations, significant judgments and changes in the judgments, and any assets recognized from the costs to obtain or fulfil a contract with a customer.
24. Relevant information about leases. The information shall be disclosed in accordance with IFRS 16, including disclosure of information that gives a basis for the primary users of the financial reports to assess the effect that the leases have on the financial position, financial performance, and cash flows of the issuer, and relevant qualitative and quantitative information about its leasing activities.
25. Information about employee benefits. The information shall be disclosed in accordance with IAS 19, and shall include the influence of defined benefit plans on the amount, timing, certainty of future cash flows, actuarial losses and gains arising from changes in demographic assumptions and financial assumptions, and the expected contributions in the next reporting period in the following financial year.
26. Segment financial information. Information shall be disclosed in accordance with IFRS 8, including types of goods and services sold or rendered by each reportable segment, revenue, and gains and losses.
27. Information on investment in the Mainland Area.
28. Information about investments in derivative instruments.
29. When subsidiaries hold shares in the parent, the names of the subsidiaries and the shareholdings, amounts, and reasons shall be separately presented.
30. In the case of private placement of securities, the type, issue date, and amount shall be disclosed.
31. Material organizational adjustments and material management reforms.
32. Material effects of changes in government laws and regulations.
33. Fair value information. The information shall be disclosed in accordance with IFRS 13, and shall include information on recurring or non-recurring fair value measurement of assets and liabilities, inputs such as fair value valuation technique and parameters or assumptions used in fair value measurement, and Level 3 of fair value hierarchy.
34. Foreign-currency-denominated assets and liabilities that have significant influence: Include the amount of risk exposure, currency, and exchange rate for monetary and non-monetary items denominated in foreign currencies, and the foreign exchange gains or losses on monetary items.
35. Supporting information for items presented in the balance sheet and in the statements of comprehensive income, of changes in equity and of cash flows, including material information that could affect the issuer's future cash flows, or other necessary descriptions essential for avoiding misunderstanding by the primary users or for the fair presentation of the financial reports.
Article 16
Financial reports shall include explanatory notes on the following subsequent events that occur between the balance sheet date and the date when the financial reports are authorized for issue:
1. Change in capital structure.
2. Large long-term or short-term borrowings.
3. The addition, expansion, construction, lease, obsolescence, idling, sale, pledge, transfer, or long-term renting of major assets.
4. Significant changes in production capacity.
5. Significant changes in production and sales policies.
6. Principal investments in other enterprises.
7. Losses due to material disasters.
8. Material litigation pending or concluded.
9. The signing, completion, voidance, or lapse of material contracts.
10. Material organizational adjustments and material management reforms.
11. Material effects of changes in government laws and regulations.
12. Other material events or measures capable of affecting future financial position, financial performance, and cash flows.
Article 17
An issuer shall separately disclose in the notes to the financial reports information on the following events between the issuer and its subsidiaries during the current period, and on parent-subsidiary transactions:
1. Information on significant transactions:
A. Lending funds to others.
B. Providing endorsements or guarantees for others.
C. Holding of securities at the end of the period (excluding the portion held due to investment in a subsidiary or an associate, and the portion held due to an interest in a joint venture).
D. Aggregate purchases or sales of the same securities reaching NT$300 million or 20 percent of paid-in capital or more.
E. Acquisition of real estate reaching NT$300 million or 20 percent of paid-in capital or more.
F. Disposal of real estate reaching NT$300 million or 20 percent of paid-in capital or more.
G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20 percent of paid-in capital or more.
H. Accounts receivable from related parties reaching NT$100 million or 20 percent of paid-in capital or more.
I. Trading in derivative instruments.
J. Others: The business relationship between the parent and the subsidiaries and between each subsidiary, and the circumstances and amounts of any significant transactions between them.
2. Information on investees:
A. If the issuer directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company not in the Mainland Area, it shall disclose information on the investee company, showing the name, location, principal business activities, original investment amount, shareholding at the end of the period, profit or loss for the period, and recognized investment gain or loss.
B. The issuer is exempted from the requirements of items A to D of the preceding subparagraph when the investee company it controls directly or indirectly is a financial, insurance, or securities enterprise.
3. Information on investments in the Mainland Area:
A. If the issuer directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company in the Mainland Area, it shall disclose information on the investee company, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, profit or loss for the period and recognized investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gains, and limit on the amount of investment in the Mainland Area.
B. Any of the following significant transactions with investee companies in the Mainland Area, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses:
a. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
b. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
c. The amount of property transactions and the amount of the resultant gains or losses.
d. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
e. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.
f. Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.
C. When the issuer recognizes investment gain or loss using the equity method or prepares consolidated financial statements with respect to a Mainland Area investee company, the recognition or preparation shall be made based on the investee company's financial reports audited and certified by an international accounting firm having a business cooperation relationship with an R.O.C. accounting firm, provided that when preparing interim consolidated financial reports, the recognition or preparation may be made based on the investee company's financial reports reviewed by an international accounting firm having a business cooperation relationship with an R.O.C. accounting firm.
4. Information on major shareholders: an issuer whose stock is listed on the TWSE or listed on the TPEx shall disclose the names, numbers of shares held, and shareholding percentages of shareholders who hold 5 percent or more of the issuer's equity. For this purpose, the issuer may request the centralized securities depository enterprise to provide relevant information.
If the shares issued by an issuer have no par value or a par value other than NT$10 per share, the threshold transaction amount of 20 percent of paid-in capital as set out in subparagraph 1, items D to H of the preceding paragraph shall be replaced by 10 percent of equity attributable to owners of the parent as stated in the balance sheet.
The amounts or balances of the transactions referred to in paragraph 1, subparagraph 3, item B shall be presented separately if they reach 10 percent or more of the issuer's total transaction amount or balance of that respective category, but otherwise they may be presented in the aggregate.
Article 18
An issuer shall fully disclose information on related party transactions in accordance with IAS 24, and the following provisions shall be complied with:
1. The name and relationship of the related party shall be presented.
2. The transaction amount or balance of any single related party reaches 10 percent or more of the issuer's total transaction amount or balance of that type of transaction, the name of each such related party shall be individually presented.
In considering whether a counterparty is a related party, attention shall be directed to the substance of the relationship in addition to the legal form. Unless it can be established that no control, joint control, or significant influence exists, a party falling within any of the following shall be deemed to have a substantive related party relationship, and relevant information shall be disclosed in the notes to the financial reports in accordance with IAS 24:
1. An affiliated enterprise within the meaning given in Chapter VI-I of the Company Act, and any of its directors, supervisors, and managerial officers.
2. A company or institution governed by the same general management office as the issuer, and any of its directors, supervisors, and managerial officers.
3. A person holding the position of manager or higher in the general management office.
4. A company or institution shown as an affiliated enterprise in the issuer's publications or public announcements.
5. Where the board chairman or president of another company or institution is the same person as the board chairman or president of the issuer, or is the spouse or a relative within the second degree or closer of the board chairman or president of the issuer.