| Article 18 |
In order that a consolidated financial report may clearly and thoroughly reflect the financial position, operating results, and cash flows of a financial holding company and its subsidiaries, it shall be accompanied by notes setting forth the following matters on a consolidated basis:
- An outline history of the company, and a description of its business scope, including a description of the investment/shareholding relationship between the entities covered by the consolidated financial statements and each of the subsidiaries.
- Important changes in the organization and significant changes to the management system.
- A declaration affirming that the consolidated financial statements were prepared in conformance with these Regulations and other applicable acts and regulations (the titles of such act or regulations shall be expressly recorded) and generally accepted accounting principles.
- A summary of significant accounting policies and measurement bases.
- Where for some special reason the accounting treatment changes, thus affecting the comparison of financial information between two successive periods, the reason for the change and its effect on the financial statements shall be explained.
- Among the amounts recorded in the consolidated financial report, the valuation basis shall be noted in the case of financial instruments and any other items for which notation of the valuation basis is necessary.
- If any account contained in the consolidated financial report is subject to any legal, contractual, or other type of restriction, the conditions and time frame thereof and any relevant matters shall be stated.
- Any addition, expansion, construction, lease, obsolescence, idleness, sale, pledge, transfer, or long-term lease of major assets.
- Any material commitments or contingent liabilities (including off-balance sheet items).
- Any change in capital structure.
- Borrowings (including loans needed by an insurance subsidiary to pay major claims).
- Any losses caused by major disasters.
- Acceptance of any research and development project funded by another party, and the amount thereof.
- Major litigation pending or concluded.
- Signing, completion, cancellation, or voidance of major contracts.
- Information related to employee pensions.
- Financial instruments shall be disclosed in accordance with the Statements of Financial Accounting Standards applicable to financial instruments.
- Information relating to transfers of financial assets and extinguishments of liabilities shall be disclosed in accordance with Statement of Accounting Standards No. 33.
- Information relating to capital adequacy. (Form A)
- The aggregate amount, or ratio, of loans extended, endorsements given, or any other transactions conducted by all subsidiaries of the financial holding company to, for, or with a single party, single group of related parties, or single group of affiliated enterprises, disclosure of which is required under Article 46 of the Financial Holding Company Act. (Form B)
- Material effects of changes in government acts and regulations.
- Information relating to any discontinued operations.
- Acquisition of a major part of the operations, assets, and liabilities of another financial institution, or transfer of such to another financial institution.
- With respect to the revenues, costs, expenses, and income (losses) generated though business dealings or transactions, joint business promotion, information sharing, and common use of business facilities or premises by or between the financial holding company and its subsidiaries, or between any two subsidiaries, state how these have been allocated, and the dollar amounts thereof.
- In the case of private placement of securities, disclose the type, issue date, and dollar amount.
- Segment financial information. (Form C)
- The financial holding company's financial statements and the condensed balance sheet and income statement of each subsidiary. (Form D, Form E)
- Material business information for each subsidiary, such as profitability, asset quality, management information, liquidity, and market risk sensitivity. (Forms F through J).
- Where a subsidiary holds shares in the parent company, the notes to the financial report shall state the name of each such subsidiary, and for each one shall separately disclose the number of shares held, dollar amount, reason, limits on retained earnings, statutory time limit for disposal, and planned disposal method passed by a board of directors resolution.
- Other necessary disclosures to prevent misunderstanding by users or to facilitate the fair presentation of the consolidated financial report.
|
| Article 19 |
A consolidated financial report shall provide notes and explanations on any of the following subsequent events that occur between the consolidated balance sheet date and the date on which the financial report is issued:
- Any change in capital structure.
- Any long-term and short-term borrowings in substantial amounts (including loans needed by an insurance subsidiary to pay major claims).
- Any addition, expansion, construction, lease, obsolescence, idleness, sale, pledge, transfer, or long-term lease of major assets.
- Any material change in scope of operations and operational strategy.
- Any acquisition of a major part of the operations, assets, and liabilities of another financial institution, or transfer of such to another financial institution.
- Any material change in the method of provisioning insurance subsidiary reserves.
- Any major investments in other enterprises.
- Any losses caused by major disasters.
- Any deterioration of major assets or loan write-offs.
- Any major litigation pending or concluded.
- Any signing, completion, cancellation, or voidance of major contracts.
- Any major organizational adjustments and significant reforms of the management system.
- Any material effects of changes in government acts and regulations.
- Any other significant events or measures that could affect future financial condition, operating results, or cash flows.
|
| Article 20 |
The notes to a consolidated financial report shall disclose current-period information on the following items:
- Information on material transactions:
- Accumulated buying/selling of shares in a single investee enterprise for which the aggregate dollar amount reaches either NT$300 million or 10 percent or more of paid-in capital.
- Acquisitions or disposals of real estate, the dollar amount of which is either NT$300 million or 10 percent or more of paid-in capital.
- Service charge discounts on transactions with related parties in an aggregate amount of NT$5 million or more.
- Amounts receivable from related parties amounting to either NT$300 million or 10 percent or more of paid-in capital.
- Sell-off by a subsidiary of non-performing loans of NT$5 billion or more.
- The type of any securitization product offered or to be offered by a subsidiary that has applied for and received approval to do so in accordance with the Financial Asset Securitization Act or the Real Estate Securitization Act, and information related thereto.
- Any other material transactions that could affect the decisions of financial statement users.
- Information on enterprises invested in by the financial holding company:
- Where the financial holding company directly or indirectly exercises significant influence or control over a company in which it has invested, the notes shall disclose the investee enterprise's name, location, principal line(s) of business, original investment amount, shareholdings at end of period, current-period income (loss), and investment gains (losses) recognized; for any single group of parties related to the financial holding company as set out in Article 4, paragraph 1, subparagraph 8 of the Financial Holding Company Act, or any interested party of the financial holding company as set out in Article 44, paragraph 1, subparagraphs 1 and 2 of the same Act, the notes shall also disclose any participation by such party or parties in investment(s) in an investee enterprise as set out in subparagraph 1, item (1) above. (Form K)
- Where the financial holding company directly or indirectly exercises significant influence or control over a company in which it has invested, the notes shall also disclose information on the investee company as set out in items 2 through 7 of the preceding subparagraph, as well as information on such company regarding loans of funds to others, endorsements or guarantees made for others, end-of-period securities holdings, cumulative purchases or sales of a single security amounting to either NT$300 million or 10 percent or more of paid-in capital, and any derivatives transactions; provided, however, that if the investee company is a financial institution, insurance enterprise, or securities enterprise, and if loaning funds to others, making endorsements or guarantees for others, and/or trading in securities are among the company's principal registered lines of business, then these types of transactions need not be included among the material transactions that the company is required to disclose.
- Information about a subsidiary's mainland China investments, material commitments and contingent liabilities, losses caused by major disasters, and subsequent events.
|
| Article 21 |
A financial holding company shall fully disclose related party transactions, and additionally disclose any related party transactions by a subsidiary in an amount of NT$100 million or more.
The meaning of "related party" under the preceding paragraph shall be determined in accordance with Statement of Financial Accounting Standards No. 6. To determine whether a trading counterparty is a related party, the substance of the relationship as well as the legal form shall be taken into consideration.
An entity to which any of the following circumstances applies shall be deemed a related party, unless proof can be produced that it has no control or significant influence:
- An affiliated enterprise, within the meaning given by Chapter VI-I of the Company Act, and its directors, supervisors, and managerial officers.
- A director, supervisor, or managerial officer of a subsidiary of the financial holding company.
- A person at the rank of manager or higher at the financial holding company.
- A company or institution listed as an affiliated enterprise in its external publications or printed materials.
|