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Title Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants CH
Date 2009.08.28 ( Amended )

Article Content

Article 1 These Regulations are adopted pursuant to Article 97, paragraph 2 of the Futures Trading Act.
Article 2 The financial reports of a futures commission merchant (FCM) shall be prepared in accordance with these Regulations and other applicable acts and regulations; matters not provided therein shall be handled in accordance with generally accepted accounting principles. An FCM shall handle accounting matters, upon which the preparation of financial reports is based, in accordance with the Business Accounting Act and other applicable acts and regulations.
Article 3 The accounting matters of an FCM that conducts both futures brokerage and futures proprietary trading shall be separately handled for each such business. If an FCM concurrently operates securities business pursuant to Article 45, paragraph 2 of the Securities and Exchange Act, the accounting matters and financial reporting for its securities operations shall be handled in accordance with applicable securities and exchange laws and regulations. If an FCM concurrently operates a managed futures enterprise pursuant to Article 15 of the Standards Governing the Establishment of Managed Futures Enterprises, it shall prepare financial reports on its discretionary futures trading operations in accordance with Article 21 of the Regulations Governing Managed Futures Enterprises. Where the treatment of accounting matters of an other-industry enterprise concurrently conducting futures business pursuant to Article 57 of the Futures Trading Act is subject to different requirements of the competent authority in charge of that industry, such requirements shall govern. However, accounting matters and financial reports related to futures business are still governed by these Regulations.
Article 4 An FCM shall establish, and as necessary amend, an accounting system tailored to the nature of its accounting matters, actual status and development of its business, and its management needs, and have such available for audit in the future. The content of the accounting system referred to in the preceding paragraph shall, based on the nature of business operations, include a general description, a chart of account books, account titles, accounting documents, account books, descriptions and uses of accounting statements, guidelines and procedures for handling accounting matters, administration of accounting matters, finance and payment/receipt operations, etc.
Article 5 The appointment and discharge of the in-charge accountant of a domestic FCM shall be approved by a majority vote by the directors present at a board meeting attended by a majority of the directors. A branch office manager authorized by the head office may have sole discretion to appoint and discharge the in-charge accountant of a foreign FCM.
Article 6 Except in the case of a foreign FCM or except as otherwise approved by the Financial Supervisory Commission, Executive Yuan (FSC), an FCM shall adopt the calendar year as the fiscal year, with accounts closed on June 30 for the first half of the year and on December 31 for the year. Accounts shall be maintained on the accrual basis. Accounts shall be kept in New Taiwan Dollars (NT$). Financial statements shall be prepared in units of NT$1000.
Article 7 "Financial report" means financial statements, a chart of major accounts, and other disclosures or explanations required in these Regulations that may assist the user in making decisions. Financial statements shall include a balance sheet, income statement, statement of changes in shareholders' equity, a cash flow statement, and notes or supporting schedules thereto. An FCM, unless newly established or except as otherwise required by the FSC, shall prepare the major financial statements and the notes thereto, as referred to in the preceding paragraph, by comparing two consecutive periods, and shall have a responsible person, managerial officer, and in-charge accountant affix their signature or seal to each page of the major statements. A foreign FCM shall, as a substitute for the statement of changes in shareholders' equity referred to in paragraph 2, prepare a statement of changes in equity for each branch unit within the territory of the Republic of China.
Article 8 Where an other-industry enterprise concurrently conducts futures business, when preparing financial reports in accordance with the requirements of the competent authority in charge of that industry it shall make additional disclosures of such balance sheets, income statements, notes, and the chart of major accounts for the independent futures department as are prepared in accordance with the provisions of these Regulations.
Article 9 The content of a financial report shall fairly present the financial position, operating results, and cash flows of an FCM without misleading any interested party in the making of judgments and decisions. If a financial report is in violation of these Regulations or any other applicable requirement and the FSC discovers the problem upon audit and notifies the violator to make adjustment, the FCM shall make an adjustment to correct the situation. If the adjusted amount meets the standard set by the FSC, a corrected financial report shall be re-published. When making such re-publication, the FCM shall indicate the reasons, items, and amount of adjustment as notified by the FSC.
Article 10 In order that a financial report may clearly and thoroughly reflect the FCM's financial position, operating results, and cash flows, it shall be accompanied by notes setting forth the following matters: 1. An outline history of the company, and a description of its business scope. 2. A declaration that the 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. 3. A summary of significant accounting policies and measurement bases. 4. 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. 5. If it is necessary to provide the valuation basis of any amount recorded in the financial report, such shall be noted. 6. If any account contained in the 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. 7. Standards for classifying assets and liabilities as either current or non-current. 8. Any material commitments or contingent liabilities. 9. Information relevant to engagement in derivatives trading. 10. The limitations on financial ratios imposed by the Futures Trading Act, and the status of implementation thereof. 11. Risks particular to FCM business operations. 12. Change in capital structure. 13. Long-term and short-term borrowings. 14. Addition, expansion, construction, lease, obsolescence, idleness, sale, pledge, or transfer of major assets. 15. Major investments in other enterprises. 16. Significant transactions with related parties. 17. Loss caused by major disasters. 18. Major litigation pending or concluded. 19. Signing, completion, cancellation, or voidance of major contracts. 20. Information related to employee pensions. 21. In the case of private placement of securities, the type, issue date, and dollar amount shall be stated. 22. Major organizational adjustments and significant reforms of the management system. 23. Material effects of changes in government acts and regulations. 24. Segment financial information. 25. Material impact of suspension of business. 26. Any merger with, or transfer of all business operations from or to, another FCM. 27. Other necessary disclosures to prevent misunderstanding by users or to facilitate the fair presentation of the financial report.
Article 11 A financial report shall provide notes and explanations on any of the following subsequent events that occur between the balance sheet date and the date on which the financial report is issued: 1. Change in capital structure. 2. Long-term and short-term borrowings in substantial amounts. 3. Addition, expansion, construction, lease, obsolescence, idleness, sale, pledge, or transfer of major assets. 4. Major investments in other enterprises. 5. Loss caused by major disasters. 6. Material litigation pending or concluded. 7. Signing, completion, cancellation, or voidance of major contracts. 8. Major organizational adjustments and significant reforms of the management system. 9. Material effects of changes in government acts and regulations. 10. Other significant events or measures capable of affecting financial condition, operating results, or cash flows.
Article 12 Unless otherwise provided by the FSC, the records retention period for the financial reports provided in these Regulations, or for the accounting documents, accounting books, deeds, books, etc. based on which the financial reports are prepared, shall be as provided in the Business Accounting Act.
Article 13 Assets shall be properly classified. Current assets shall be distinguished from non-current assets. For assets, the total amount expected to be recovered no more than 12 months after the balance sheet date and the total amount expected to be recovered more than 12 months after the balance sheet date shall be separately presented in financial statements or disclosed in the notes. The classification of asset accounts in the balance sheet, content of account entries, and matters to be noted are as follows: 1. Current assets: Assets resulting from an enterprise's operating activities that are expected to be realized in cash, consumed, or offered for sale in the enterprise's normal operating cycle; assets held primarily for the purpose of being traded; assets expected to be realized in cash within 12 months after the balance sheet date; or cash and cash equivalents. Not included, however, are assets that are earmarked to be exchanged or used to settle a liability more than 12 months after the balance sheet date, or whose use is otherwise restricted. (1) Cash and cash equivalents: Cash on hand, bank deposits, petty cash revolving fund, and short-term, highly liquid investments that are readily convertible into known amounts of cash and are so near maturity that they represent only an insignificant risk of any change in value attributable to changes in interest rates. Non-current bank deposits shall be separately presented. If the maturity date is longer than one year, such shall be noted. An asset earmarked for a specific purpose or subject to restrictions on its use, and customer margin account deposits that are required not to be used for purposes other than intended, shall not be classified into this account. If time deposits (including negotiable certificates of deposit) are pledged as collateral for a debt, and if the secured debt is a long-term liability, such deposits shall be reclassified as "other assets." If the secured debt is a current liability, the deposits shall be reclassified as "other current assets." A footnote shall be provided to indicate the existence of any such security. Where time deposits are lodged as a refundable deposit, they shall be classified as current assets or other assets depending on whether they are short-term or long-term. Any compensating balances, if incurred due to short-term loans, shall be classified as current assets, and shall be explained in footnotes. Any compensating balances incurred due to long-term liability shall be classified as other assets or long-term investments rather than current assets. (2) Financial assets at fair value through profit or loss–current: Assets that meet either of the following conditions: (i) Financial assets held for trading. (ii) Financial assets, except those designated as hedged items under hedge accounting, which upon initial recognition are designated to be measured at fair value, with changes in fair value recognized through profit or loss. "Financial assets held for trading" means financial assets designated as held for trading by an enterprise upon initial recognition. Financial instruments shall be classified as financial assets held for trading if: (i) They were acquired principally for the purpose of sale in the near term. (ii) They are part of a portfolio of identified financial instruments that are jointly administered and for which there is evidence of a recent actual pattern of short-term profit-taking. (iii) They are derivative financial assets that are not designated and effective hedging instruments. Financial assets held for trading shall be recorded separately as securities held for trading, open-end funds, money market instruments, option contracts, or futures margins. "Futures margin – securities" means securities posted as trading margins or premiums by an FCM conducting futures proprietary trading or by a domestic enterprise specializing in futures brokerage business that engages in futures trading with its own funds. "Futures margin – securities valuation adjustment" means an adjustment to the valuation of securities posted as trading margins or premiums by an FCM conducting futures proprietary trading or by a domestic enterprise specializing in futures brokerage business that engages in futures trading with its own funds, that is set aside for measurement at fair value. "Futures margin – own funds" means the difference between margins and premiums paid for futures trading (whether by an FCM conducting futures proprietary trading, or by a domestic enterprise specializing in futures brokerage business that engages in futures trading with its own funds) and the corresponding settlement prices. "Bought options" means premiums paid by an FCM to buy option contracts or futures option contracts. Financial assets at fair value through profit or loss shall be measured at fair value. Except for any emerging stocks that may be included in holdings (which shall be valued under the cost method), the term "fair value" means the closing price on the balance sheet date. For an open-end fund, the term "fair value" means the net asset value of that fund on the balance sheet date. Financial assets at fair value through profit or loss shall be identified as either current or non-current, depending on their liquidity, and the non-current portion shall be reclassified as "financial assets at fair value through profit or loss – non-current" under the "funds and investments" section. (3) Available-for-sale financial assets-current: Non-derivative financial assets that meet one of the following conditions: (i) Are designated as available-for-sale. (ii) Fall within none of the following financial asset classes: (a) Financial assets at fair value through profit or loss. (b) Held-to-maturity financial assets. (c) Bond investments for which no active market exists. (d) Receivables. Available-for-sale financial assets shall be identified as either current or non-current, depending on their liquidity, and the non-current portion shall be reclassified as "available-for-sale financial assets – non-current" under the "funds and investments" section. Except as otherwise provided, available-for-sale financial assets shall be measured at fair value, with valuation gains or losses to be recognized in shareholders' equity. For exchange- or OTC-listed securities, the term "fair value" means the closing price on the balance sheet date. For an open-end fund, the term "fair value" means the net asset value of that fund on the balance sheet date. (4) Held-to-maturity financial assets – current: Held-to-maturity financial assets that mature within one year. Held-to-maturity financial assets shall be measured at amortized cost. (5) Bond investments for which no active market exists – current: The current portion of bond investments for which no active market exists. (6) Customer margin accounts: The difference between margins and premiums duly collected from a futures trader by an FCM in the course of futures brokerage business, and the corresponding fair-value price. Where the balance in a customer margin account does not reconcile with that of the futures traders' equity, the reason for such discrepancy shall be indicated in the notes. (7) Futures margin receivable: Amount to be collected by an FCM because a debit balance has arisen on a futures traders' equity. Futures margins receivable determined to be uncollectible shall be written off. At the time of closing, futures margins receivable that may become uncollectible shall be estimated (with an appropriate allowance for bad debts provided) and recorded at their net amount. (8) Deposits for securities borrowed: Deposits in connection with the borrowing of securities from the holders, or with short selling on an exchange market, in securities borrowing and lending transactions. (9) Collateral for securities borrowed: Collateral deposited for borrowing securities from the holders, or for short selling on an exchange market, in securities borrowing and lending transactions. (10) Notes receivable: All notes receivable. The fair value of notes receivable shall be calculated using an imputed rate of interest. Notwithstanding the foregoing, notes receivable maturing within one year need not be valued at fair value if the difference between their fair value and value at maturity is insignificant, and if they are frequently traded. Discounted or transferred notes receivable shall be deducted and a note shall be provided. Notes receivable resulting from operating activities shall be recorded separately from notes receivable that result from non-operating activities. Notes receivable from related parties shall be recorded individually. Where notes have been provided as security, this fact shall be noted. Notes receivable determined to be uncollectible shall be written off. At the time of closing, notes receivable that may become uncollectible shall be estimated (with an appropriate allowance for bad debts provided) and recorded at their net amount. (11) Accounts receivable: Claims resulting from the conduct of business. The fair value of accounts receivable shall be calculated using an imputed rate of interest. Notwithstanding the foregoing, accounts receivable maturing within one year need not be valued at fair value if the difference between their fair value and value at maturity is insignificant, and if they are frequently traded. Accounts receivable from related parties shall be recorded individually. Accounts receivable determined to be uncollectible shall be written off. At the time of closing, accounts receivable that may become uncollectible shall be estimated (with an appropriate allowance for bad debts provided) and recorded at their net amount. (12) Other receivables: Receivables other than notes receivable and accounts receivable, including claims arising from out-trades. Other receivables determined to be uncollectible shall be written off. At the time of closing, other receivables that may become uncollectible shall be estimated (with an appropriate allowance for bad debts provided) and recorded at their net amount. Any other type of receivable that accounts in aggregate for more than 5 percent of the total amount of current assets shall be recorded separately, categorized by counterparty or the nature of the items. (13) Other financial assets – current: Financial assets not recorded individually on the balance sheet shall be classified as "other financial assets" and shall be identified as either current or non-current, depending on their liquidity, and the non-current portion shall be reclassified as "other financial assets-non-current" under the "funds and investments" section. When financial assets account in aggregate for 5 percent or greater of the total amount of current assets, they shall be recorded individually on the balance sheet. (14) Prepayments: All prepaid amounts and expenses. Contractually stipulated amounts prepaid for the purchase of fixed assets, and construction costs for construction in progress intended for business operations, shall be presented under fixed assets, not under prepayments. (15) Long-term equity investments held for disposal: Equity investments in subsidiaries that are scheduled for sale within 12 months after the balance sheet date. (16) Non-current assets held for sale: A non-current asset or an asset included within a disposal group classified as held for sale, that is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups and whose sale is highly probable to be completed within one year. Non-current assets held for sale and disposal groups held for sale shall be measured, presented, and disclosed in accordance with Statement of Financial Accounting Standards No. 38. (17) Other current assets: All current assets not falling within the above categories. With the exception of "cash" and "other financial assets – current", any of the above categories of current assets that accounts in aggregate for not more than 5 percent of the total amount of current assets may be incorporated into "other current assets". 2. Funds and investments: All special funds, and all long-term investments made for the purpose of ordinary business operations. When either total financial assets or the aggregate amount of investments accounts for 5 percent or more of the total amount of funds and investments, it shall be recorded individually on the balance sheet. (1) Available-for-sale financial assets – non-current: The non-current portion of available-for-sale financial assets. Except as otherwise provided, available-for-sale financial assets shall be measured at fair value, with valuation gains or losses to be recognized in shareholders' equity. For exchange- or OTC-listed securities, the term "fair value" means the closing price on the balance sheet date. For an open-end fund, the term "fair value" means the net asset value of that fund on the balance sheet date. Holdings in shares that are neither exchange-listed nor OTC-listed and that do not represent significant influence shall be classified as available-for-sale financial assets, to be measured at cost at period-end. (2) Held-to-maturity financial assets – non-current: Financial assets with fixed or determinable payments and fixed maturity that a company has the positive intention and ability to hold to maturity. Held-to-maturity financial assets shall be measured at amortized cost. Held-to-maturity investments maturing within one year shall be reclassified as "held-to-maturity investments – current" under "current assets". (3) Bond investments for which no active market exists – non-current: Investments in bonds with fixed or determinable payments that are not quoted in an active market and that meet both of the following conditions: (i) Are not designated as measured at fair value, and changes in fair value are not recognized through profit or loss. (ii) Are not designated as available for sale. Bond investments for which no active market exists shall be measured at amortized cost. They shall be identified as either current or non-current, depending on their liquidity. (4) Funds: Assets set aside for specified uses, such as sinking funds, improvement and expansion funds, and contingency funds. The proposal and rules based on which a fund is set aside shall be indicated. A benefit fund set aside in accordance with the Employee Welfare Fund Act shall be classified as an expense. (5) Long-term equity investments accounted for under the equity method: Investments in a certain type of business or other investments, as approved by the FSC. The valuation basis for a long-term investment shall be indicated, and long-term investments shall be recorded separately, categorized by the nature of the investments. The long-term equity investments shall be valued and presented in accordance with Statement of Financial Accounting Standards No. 5. When investment gains and losses are recognized using the equity method, if the financial statements of an investee company have not been prepared in accordance with generally accepted accounting principles in the ROC, such financial statements shall be adjusted to conform to those principles before they may be used to recognize any investment gains and losses. When an investee company has a material effect on the fair presentation of the financial statements of the audited entity, as judged by a certified public accountant pursuant to the Statements of Auditing Standards No. 24, its financial statements shall be audited by the certified public accountant in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and generally accepted auditing standards. If a long-term investment is pledged as collateral or otherwise subject to any restriction or limitation, such shall be noted. 3. Fixed assets: Tangible assets for use in conduct of business, with a service life of one year or more, and not intended for sale. Land, depreciable assets, and depletable assets shall be recorded separately within fixed assets. An asset within fixed assets that accounts for 5 percent or greater of the total amount of fixed assets shall be recorded individually on the balance sheet. Fixed assets shall be recorded at the historical cost of acquisition or construction, provided that interest arising from the purchase of a "presold" building or from the purchase of a fixed asset with money obtained through cash capital increase shall not be capitalized. Idle fixed assets shall be reclassified within the "other assets" section, at the lower of their net fair value or carrying amount. A fixed asset that is still in use after the expiration of its service life shall continue being depreciated based on the residual value. Leased assets shall be recognized and presented in accordance with Statement of Financial Accounting Standards No. 2. If an asset lease qualifies as an operating lease, any improvement made to the leased property is called a leasehold improvement and shall be recorded as a fixed asset. The valuation basis for a fixed asset shall be indicated. If the fixed asset has been revalued, the date of revaluation and the amount of increment or decrement shall be stated, and the acquisition cost and the revaluation increment/decrement shall be recorded separately. The reserve against land value increment tax set aside against land revaluation increment shall be classified as a long-term liability. Where a fixed asset has been revalued, from the day following the date of record of the revaluation, depreciation shall be charged at the revalued amount. Except for land, fixed assets shall be periodically depreciated in a rational and systematic manner over their estimated useful life, and reclassified as expenses for each period depending on their nature, without interruption or deduction. The accumulated depreciation, accumulated impairment, or accumulated depletion of a fixed asset shall be recorded as a deduction from fixed assets. A leasehold improvement shall depreciated in a rational and systematic manner based on the shorter of the estimated useful life or the lease term, and reclassified as an expense for each period according to its nature, without interruption or reduction. The method for calculating the depreciation of depreciable assets shall be indicated. If a fixed asset has been given as security, or a mortgage or lien has been created against it, such shall be noted. Major accounts for fixed assets are as follows: (1) Land: All company land used or earmarked for the conduct of business. (2) Buildings: All the buildings of the company used or earmarked for the conduct of business. (3) Equipment: All the income-generating equipment, information equipment, transportation equipment, and other equipment bought for use in the conduct of business. (4) Prepayments for buildings and land: Prepayments for purchase of land and buildings. (5) Prepayments for equipment: Prepayments for purchase of equipment. (6) Leasehold improvements: Improvements made to property under operating lease. (7) Other fixed assets. 4. Intangible assets: Non-monetary assets without physical form, that are identifiable, that can be controlled by an entity, and that have future economic benefits. An asset within intangible assets that accounts for 5 percent or greater of the total amount of intangible assets shall be recorded individually on the balance sheet. Intangible assets shall be recognized, measured, and disclosed in accordance with Statement of Financial Accounting Standards No. 37. 5. Other assets: All assets not falling within the above categories and with a collection or realization period of one year or more, such as refundable deposits, long-term notes receivable, and other miscellaneous assets. The fair value of long-term notes receivable and other long-term receivables shall be calculated by using an imputed rate of interest. Large, overdue accounts receivable shall be recorded individually (with the collection status indicated and an appropriate allowance for bad debts provided) and recorded at their net amount. When the amount of "other assets" accounts for more than 5 percent of the total amount of assets, the account for each such "other asset" shall be recorded separately. Major accounts for "other assets" are as follows: (1) Operating bond: The operation bond deposited in accordance with Article 60 of the Futures Trading Act. (2) Clearing and settlement fund: This is a clearing and settlement fund deposited in accordance with the Futures Trading Act and other applicable requirements. (3) Refundable deposits: Other guarantee deposits paid out as refundable deposits. (4) Deferred debits: Long-term prepaid expenses that have future economic benefits and are required to be amortized over future periods. (5) Payments to branches: Where an FCM has branches, the "Payments from branches" account is used when the head office has a debit balance on payments between itself and its branches. (6) Payments from head office: Where an FCM has branches, the "Payments from head office" account is used when the head office has a credit balance on payments between itself and its branches. (7) Internal payments: To be used by an other-industry enterprise concurrently conducting futures business, when its futures department has a debit balance on payments between itself and other departments. (8) Other assets: Assets not falling within the above categories.Assets shall be properly classified. Current assets shall be distinguished from non-current assets. For assets, the total amount expected to be recovered no more than 12 months after the balance sheet date and the total amount expected to be recovered more than 12 months after the balance sheet date shall be separately presented in financial statements or disclosed in the notes. The classification of asset accounts in the balance sheet, content of account entries, and matters to be noted are as follows: 1. Current assets: Assets resulting from an enterprise's operating activities that are expected to be realized in cash, consumed, or offered for sale in the enterprise's normal operating cycle; assets held primarily for the purpose of being traded; assets expected to be realized in cash within 12 months after the balance sheet date; or cash and cash equivalents. Not included, however, are assets that are earmarked to be exchanged or used to settle a liability more than 12 months after the balance sheet date, or whose use is otherwise restricted. (1) Cash and cash equivalents: Cash on hand, bank deposits, petty cash revolving fund, and short-term, highly liquid investments that are readily convertible into known amounts of cash and are so near maturity that they represent only an insignificant risk of any change in value attributable to changes in interest rates. Non-current bank deposits shall be separately presented. If the maturity date is longer than one year, such shall be noted. An asset earmarked for a specific purpose or subject to restrictions on its use, and customer margin account deposits that are required not to be used for purposes other than intended, shall not be classified into this account. If time deposits (including negotiable certificates of deposit) are pledged as collateral for a debt, and if the secured debt is a long-term liability, such deposits shall be reclassified as "other assets." If the secured debt is a current liability, the deposits shall be reclassified as "other current assets." A footnote shall be provided to indicate the existence of any such security. Where time deposits are lodged as a refundable deposit, they shall be classified as current assets or other assets depending on whether they are short-term or long-term. Any compensating balances, if incurred due to short-term loans, shall be classified as current assets, and shall be explained in footnotes. Any compensating balances incurred due to long-term liability shall be classified as other assets or long-term investments rather than current assets. (2) Financial assets at fair value through profit or loss–current: Assets that meet either of the following conditions: (i) Financial assets held for trading. (ii) Financial assets, except those designated as hedged items under hedge accounting, which upon initial recognition are designated to be measured at fair value, with changes in fair value recognized through profit or loss. "Financial assets held for trading" means financial assets designated as held for trading by an enterprise upon initial recognition. Financial instruments shall be classified as financial assets held for trading if: (i) They were acquired principally for the purpose of sale in the near term. (ii) They are part of a portfolio of identified financial instruments that are jointly administered and for which there is evidence of a recent actual pattern of short-term profit-taking. (iii) They are derivative financial assets that are not designated and effective hedging instruments. Financial assets held for trading shall be recorded separately as securities held for trading, open-end funds, money market instruments, option contracts, or futures margins. "Futures margin – securities" means securities posted as trading margins or premiums by an FCM conducting futures proprietary trading or by a domestic enterprise specializing in futures brokerage business that engages in futures trading with its own funds. "Futures margin – securities valuation adjustment" means an adjustment to the valuation of
Article 14 Liabilities shall be properly classified. Current liabilities shall be distinguished from non-current liabilities. For liabilities, the total amount expected to be settled no more than 12 months after the balance sheet date and the total amount expected to be settled more than 12 months after the balance sheet date shall be separately presented in financial statements or disclosed in the notes. The classification of liability accounts on the balance sheet, the content of account entries, and matters to be noted are as follows: 1. Current liabilities: Liabilities resulting from an enterprise's operating activities that are expected to be settled in the enterprise's normal operating cycle; liabilities held primarily for the purpose of being traded; liabilities due to be settled within 12 months after the balance sheet date; or liabilities the settlement of which the enterprise does not have an unconditional right to defer for more than 12 months after the balance sheet date. (1) Short-term borrowings: Includes funds borrowed from the bank on a short-term basis, overdrafts, and other short-term borrowings. For short-term borrowings, the nature of the borrowing, guarantee status, and interest rate range shall be indicated, and the borrowings grouped by type. If collateral is provided, the name and carrying amount of the collateral shall be indicated. Funds borrowed from a non-financial institution, as provided in Article 21 of the Regulations Governing Futures Commission Merchants, shall be presented separately. (2) Commercial paper payable: Commercial paper issued through financial institutions to acquire funds from the money market. Commercial paper payable shall be valued at present value. Any discount on commercial paper payable shall be recorded as a deduction from commercial paper payable. For commercial paper payable, the guarantor or accepting institution and interest rate shall be indicated. If collateral is provided, the name and carrying amount of the collateral shall be indicated. (3) Financial liabilities at fair value through profit or loss – current: Those that meet either of the following conditions: (i) Financial liabilities held for trading. (ii) Financial liabilities that, except those designated as hedged items under hedge accounting, upon initial recognition are designated to be measured at fair value, with changes in fair value recognized through profit or loss. "Financial liabilities held for trading" means financial liabilities designated as held for trading by an enterprise upon initial recognition; a financial instrument shall be classified as a financial liability held for trading if: (i) It is incurred principally for the purpose of repurchase in the near term. (ii) It is part of a portfolio of identified financial instruments that are jointly administered and for which there is evidence of a recent actual pattern of short-term profit-taking. (iii) It is a derivative financial liability that is not a designated or effective hedging instrument. Financial liabilities at fair value through profit or loss shall be measured at fair value, with valuation gains or losses to be recognized in profit or loss for the period. For exchange- or OTC-listed securities, the term "fair value" means the closing price on the balance sheet date. Items in this category shall be identified as either current or non-current, depending on their liquidity, and the non-current portion shall be reclassified as "financial liabilities at fair value through profit or loss – non-current" under the long-term liabilities section. (4) Preferred stock liabilities – current: Preferred stock with characteristics of financial liabilities under Statement of Financial Accounting Standards No. 36. Preferred stock liabilities shall be identified as either current or non-current, depending on their liquidity, and the non-current portion shall be reclassified as "preferred stock liabilities – non-current. (5) Futures traders' equity: The difference between margins and premiums deposited by futures traders and the corresponding settlement fair value. When a debit balance arises on futures traders' equity, it shall be accounted for as futures margins receivable. Where the balance of futures traders' equity does not reconcile with that in customer margin accounts, the reason for such discrepancy shall be indicated in the notes. (6) Notes payable: All notes payable. Notes payable shall be valued at present value, provided that those resulting from operating activities and maturing within one year may be valued at face value. Notes payable resulting from operating activities shall be recorded separately from notes payable that result from non-operating activities. Large-amount notes payable to banks and related parties shall be recorded individually. If collateral has been provided for notes payable, the name and carrying amount of the collateral shall be indicated. Notes paid out as refundable deposits that can be recovered for cancellation upon termination of the guarantee obligation need not be reported as current liabilities, provided that the nature and amount of the guarantee shall be indicated in the notes. (7) Accounts payable: Payables resulting from the conduct of business. Accounts payable shall be valued at present value, provided that those due within one year may be valued at the carrying amount. Significant accounts payable balances due to related parties shall be recorded individually. (8) Other payables: Payables other than notes payable and accounts payable, such as tax payable, accrued salaries, dividends payable, and accrued cash dividends collected for others. For dividends payable passed by resolution of a shareholders meeting, the distribution method and scheduled payment date shall be indicated. Each period, at the time of closing, the estimated income tax payable calculated based on taxable income shall be classified as a current liability. Any other type of payable that accounts in aggregate for more than 5 percent of the total amount of current liabilities shall be recorded separately, categorized by counterparty or the nature of the items. (9) Other financial liabilities – current: Financial liabilities not recorded individually on the balance sheet shall be classified as "other financial liabilities" and shall be identified by as either current or non-current, depending on their liquidity, and the non-current portion shall be reclassified as "other financial liabilities – non-current" under "long-term liabilities". When financial liabilities account in aggregate for 5 percent or greater of the total amount of current liabilities, they shall be recorded individually on the balance sheet. Financial liabilities due to be settled within 12 months after the balance sheet date shall still be classified by an enterprise as current liabilities if a long-term refinancing or rescheduling agreement is not completed until after the balance sheet date. (10) Advance receipts: Amounts received in advance. Advance receipts shall be presented by main categories, with any relevant stipulations indicated. (11) Liabilities directly associated with non-current assets held for sale: Any liability included within a disposal group classified as held for sale, that is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups and whose sale is highly probable to be completed within one year. (12) Collections for others: All the amounts collected for others, such as futures transaction taxes collected for others and payroll taxes collected for others. (13) Other current liabilities: All current liabilities not falling within the above categories, such as corporate bonds payable and long-term borrowings that come due within one year. Any of the above categories of current liabilities that accounts for not more than 5 percent of the total amount of current liabilities may be incorporated into "other current liabilities". 2. Long-term liabilities: Liabilities which will mature 12 months or more after the balance sheet date, including corporate bonds payable, long-term borrowings, long-term notes payable, and long-term payables. When financial liabilities account in aggregate for 5 percent or greater of the amount of long-term liabilities, they shall be recorded individually on the balance sheet. (1) Corporate bonds payable (including overseas corporate bonds): For bonds issued by an FCM, the total approved amount, interest rate, maturity date, name and carrying amount of the collateral, place of issue, and any restrictive covenants shall be indicated in the notes. For bonds issued as convertible corporate bonds, the method of conversion and amounts already converted shall also be indicated. Premiums and discounts on corporate bonds payable are valuation accounts of, and shall be classified as additions to or deductions from, corporate bonds payable. They shall be amortized in a rational and systematic manner over the period of bond circulation and reported as an adjustment to interest expenses. (2) Long-term borrowings: For long-term borrowings, the content, maturity date, interest rate, name of collateral, carrying amount, and any restrictive covenants shall be indicated. For a long-term borrowing to be repaid in a foreign currency or in an amount translated at a foreign exchange rate, the name and amount of such foreign currency shall be indicated. Long-term notes payable and other long-term payables shall be valued at present value. For a financial liability due to be settled within 12 months after the balance sheet date, if the original loan term was for a period longer than 12 months and the FCM intends to refinance on a long-term basis, and if an agreement to refinance, or to reschedule payments, is completed before the balance sheet date, or the FCM has the discretion under the existing loan facility to refinance or roll over the financial liability for longer than 12 months beyond the balance sheet date, the financial liability shall be classified as a non-current liability, with the amount and fact disclosed in the notes to financial statements. A financial liability shall be recorded as a current liability if, under the loan agreement, immediate repayment is required upon breach of any special provisions in the agreement. Such a liability shall be classified as a non-current liability, however, if the creditor has agreed by the balance sheet date not to press claim and has provided an extension ending more than 12 months beyond the balance sheet date, and if, furthermore, during the extension period the enterprise has the ability to rectify the breach and the creditor is not allowed to demand immediate repayment. (3) Preferred stock liabilities – non-current: Preferred stock with characteristics of financial liabilities under Statement of Financial Accounting Standards No. 36. 3. Other liabilities: Liabilities not falling within the above categories, such as refundable deposits and other miscellaneous liabilities. When "other liabilities" account in aggregate for more than 5 percent of total liabilities, each account under "other liabilities" shall be recorded separately. Major accounts under "other liabilities" are as follows: (1) Default reserve: The reserve set aside by an FMC engaging in futures brokerage business on a regular basis to cover any loss that may arise from default by customers, funded by applying a percentage of the transaction fee revenues received for executing customers' futures trading orders. Trading loss reserve: The reserve set aside by an FCM engaging in futures proprietary trading on a regular basis to cover any loss that may arise from trading, funded by applying a percentage of its realized net profit on proprietary trading. (3) Refundable deposits: All other guarantee deposits received. (4) Payments from branches: Where an FCM has branch units, the "Payments from branches" account is used when the head office has a credit balance on payments between the head office and its branch units. (5) Payments from the head office: To be used when there is a credit balance of receipt of funds by an FCM's branches from the head office. (6) Internal payments: To be used by an other-industry enterprise concurrently conducting futures business, when its futures department has a credit balance on payments between itself and other departments. (7) Other liabilities: Liabilities not falling within the above categories.Liabilities shall be properly classified. Current liabilities shall be distinguished from non-current liabilities. For liabilities, the total amount expected to be settled no more than 12 months after the balance sheet date and the total amount expected to be settled more than 12 months after the balance sheet date shall be separately presented in financial statements or disclosed in the notes. The classification of liability accounts on the balance sheet, the content of account entries, and matters to be noted are as follows: 1. Current liabilities: Liabilities resulting from an enterprise's operating activities that are expected to be settled in the enterprise's normal operating cycle; liabilities held primarily for the purpose of being traded; liabilities due to be settled within 12 months after the balance sheet date; or liabilities the settlement of which the enterprise does not have an unconditional right to defer for more than 12 months after the balance sheet date. (1) Short-term borrowings: Includes funds borrowed from the bank on a short-term basis, overdrafts, and other short-term borrowings. For short-term borrowings, the nature of the borrowing, guarantee status, and interest rate range shall be indicated, and the borrowings grouped by type. If collateral is provided, the name and carrying amount of the collateral shall be indicated. Funds borrowed from a non-financial institution, as provided in Article 21 of the Regulations Governing Futures Commission Merchants, shall be presented separately. (2) Commercial paper payable: Commercial paper issued through financial institutions to acquire funds from the money market. Commercial paper payable shall be valued at present value. Any discount on commercial paper payable shall be recorded as a deduction from commercial paper payable. For commercial paper payable, the guarantor or accepting institution and interest rate shall be indicated. If collateral is provided, the name and carrying amount of the collateral shall be indicated. (3) Financial liabilities at fair value through profit or loss – current: Those that meet either of the following conditions: (i) Financial liabilities held for trading. (ii) Financial liabilities that, except those designated as hedged items under hedge accounting, upon initial recognition are designated to be measured at fair value, with changes in fair value recognized through profit or loss. "Financial liabilities held for trading" means financial liabilities designated as held for trading by an enterprise upon initial recognition; a financial instrument shall be classified as a financial liability held for trading if: (i) It is incurred principally for the purpose of repurchase in the near term. (ii) It is part of a portfolio of identified financial instruments that are jointly administered and for which there is evidence of a recent actual pattern of short-term profit-taking. (iii) It is a derivative financial liability that is not a designated or effective hedging instrument. Financial liabilities at fair value through profit or loss shall be measured at fair value, with valuation gains or losses to be recognized in profit or loss for the period. For exchange- or OTC-listed securities, the term "fair value" means the closing price on the balance sheet date. Items in this category shall be identified as either current or non-current, depending on their liquidity, and the non-current portion shall be reclassified as "financial liabilities at fair value through profit or loss – non-current" under the long-term liabilities section. (4) Preferred stock liabilities – current: Preferred stock with characteristics of financial liabilities under Statement of Financial Accounting Standards No. 36. Preferred stock liabilities shall be identified as either current or non-current, depending on their liquidity, and the non-current portion shall be reclassified as "preferred stock liabilities – non-current. (5) Futures traders' equity: The difference between margins and premiums deposited by futures traders and the corr
Article 15 The classification of shareholders' equity accounts on the balance sheet, content of account entries, and matters to be noted are as follows: 1. Capital stock: Capital invested in an FCM by the shareholders and for which application for registration has been made with the authority in charge of corporate registration, excluding preferred stock with characteristics of liabilities. The type of capital stock, par value per share, number of authorized shares, number of issued shares, and special terms shall be noted. Treasury stocks shall be treated using the cost method and reported as a deduction from shareholders' equity. The number of shares shall be noted. 2. Allocated operating capital: Operating capital earmarked by an other-industry enterprise concurrently engaging in futures business, for exclusive use by the futures department. 3. Capital reserves: Refers to the equity components of financial instruments issued by a company or the premiums generated through capital stock transactions between the company and shareholders, including premiums on shares issued above par value, income from endowments received, and other capital reserves as determined under generally accepted accounting principles. Capital reserves shall be recorded separately, and categorized by their nature; where the manner of allocation is restricted, the restrictions shall be disclosed in the notes. 4. Retained earnings (or accumulated deficit): Equity resulting from operating activities, including legal reserves, special reserves, and unappropriated retained earnings (or deficit to be offset). (1) Legal reserve: A fixed-percentage reserve allocated as required by the Company Act. (2) Special reserve: The reserve allocated from earnings in accordance with the requirements of applicable acts, regulations, contracts, or articles of incorporation or as resolved in shareholders meetings. (3) Undistributed earnings (or deficit to be offset): Undistributed and unappropriated earnings ("deficit to be offset" means deficit not yet offset). An earnings distribution or offsetting of deficit shall not be accounted for until approved by a shareholders meeting. However, when an earnings distribution or offsetting of deficit has been proposed by the issuance date of the financial statements, such shall be disclosed in the current-period financial statements. 5. Other shareholders' equity items: Other items resulting in increases or decreases to shareholders' equity, such as unrealized gains or losses on financial instruments, net loss not recognized as pension cost, translation adjustments, equity directly associated with non-current assets held for sale, and treasury shares.
Article 16 In the case of a foreign FCM, the classification of equity accounts on the balance sheet, content of account entries, and matters to be noted are as follows: 1. Operating capital: Capital earmarked by a foreign FCM for exclusive use by its ROC branches in their business operations. 2. Accumulated earnings or deficit: With respect to an FCM's ROC branches, earnings not yet remitted back to the head office or deficit not yet offset. Any special reserve set aside under applicable acts and regulations shall be noted. 3. Unrealized gains or losses on financial instruments: A foreign FCM's gains or losses from increase or decrease in equity as a result of available-for-sale financial instruments.
Article 17 The account structure in an income statement, content of account entries, and matters to be noted are as follows: 1. Revenues: (1) Brokerage fee revenues: Any transaction fee revenues received by an FCM for executing customers' futures trading orders. (2) Futures commission revenues: Any commission revenues received by an FCM qualified as a clearing member of a foreign futures exchange for the provision of rebrokerage service to trade futures on a foreign market for the account of another FCM. (3) Gains on derivative financial instruments: Trading or valuation gains from engagement in derivative financial instrument business by an FCM conducting futures proprietary trading. (4) Service fee revenues from clearing and settlement for others: Service fee revenues received by an FCM qualified as a clearing member, for executing clearing and settlement for others. (5) Futures administrative fee revenues: Revenues from the administrative fees charged by an FCM in its conduct of business activities as approved by the competent authority. (6) Management fee revenues: Revenues from the management fees received by an FCM in its conduct of managed futures business and discretionary investment business. (7) Advisory fee revenues: Advisory fee revenues received by an FCM in its conduct of futures advisory or securities investment consulting business. (8) Other operating revenues: Other operating revenues not falling within the above accounts. (9) Non-operating revenues and gains: Revenues not arising from operating activities, including interest revenues (such as interest revenues from customer margin accounts), dividend income, foreign exchange gains, valuation gains on financial assets, valuation gains on financial liabilities, investment gains recognized under the equity method, gain on disposal of fixed assets, gain on disposal of investments, gain on reversal of impairment, and gains generated from futures traded with own funds by a domestic enterprises exclusively engaged in futures brokerage business. 2. Expenses: (1) Disbursements handled by broker: Disbursements that an FCM is required to pay to futures exchanges when executing customers' futures trading orders. (2) Dealer handling fee expenses: Handling fees that an FCM is required to pay to futures exchanges when engaging in futures proprietary trading. (3) Futures commission expenses: This account shall have the following subgroups: (i) Futures commission expenses – rebrokered futures trading: Any commission expense that an FCM is required to pay to another FCM qualified as a clearing member of a foreign futures exchange, for the provision of rebrokerage service to trade futures on a foreign market. (ii) Futures commission expenses – futures introducing broker business: Commission expenses that a mandating FCM is required to pay to futures introducing brokers. (4) Losses on derivative financial instruments: Trading or valuation losses from engagement in derivative financial instrument business by an FCM conducting futures proprietary trading. (5) Clearing and settlement service fee expenses: Any clearing and settlement service fees that an FCM is required to pay to a clearing house or to another FCM qualified as a clearing member when carrying out clearing and settlement. (6) Futures administrative expenses: Expenses paid by an FCM in its conduct of business activities as approved by the competent authority. (7) Operating expenses: Expenses incurred by a company in the conduct of business, to be separately recorded in detail as actual needs dictate. Examples include: salaries and allowances; meal expenses; stationery and printing; postage and communication expenses; entertainment expenses; utilities expenses; insurance premiums; taxes; depreciation; amortization; rent; repair and maintenance expenses; advertising expenses; commissions; information technology expenses; voluntary contributions and donations; membership fees; bad debts; default losses; trading losses; losses from out-trades; employee benefits; travel expenses; transportation expenses; overtime pay; miscellaneous purchases; retirement pensions; employee training expenses; professional service fees; expenses for books, newspapers and magazines; futures trader protection fees; central depository service fees; securities borrowing fees; and miscellaneous expenditures. (8) Non-operating expenses and losses: Expenses not arising from operating activities, including interest expenses, foreign exchange losses, valuation losses on financial assets, valuation losses on financial liabilities, dividends on preferred stock with characteristics of liabilities, investment losses recognized under the equity method, loss on disposal of fixed assets, loss on disposal of investments, impairment losses, losses from futures traded with own funds by a domestic enterprises exclusively engaged in futures brokerage business. 3. Income (loss) from continuing operations: The net sum of the preceding two subparagraphs, with income (loss) before tax, income tax expenses (benefits), and net income (loss) recorded separately. 4. Income (loss) from discontinued operations: Income or loss generated by a component of an entity that either has been disposed of, or is classified as held for sale, including operating income (loss) from discontinued operations, gain (loss) from disposal of assets related to discontinued operations, and profit (loss) measured at fair value. Income (loss) from discontinued operations shall be presented and disclosed in accordance with Statement of Financial Accounting Standards No. 38. 5. Extraordinary gains and losses: Income items that are both unusual in nature and infrequent in occurrence. One example is losses from a prohibition under a newly enacted law or regulation or from expropriation of property by a foreign government. Extraordinary gains and losses shall be recorded individually and shall not be amortized over more than one year. 6. Cumulative effect of change in accounting principle: Shall be recorded individually, after extraordinary gains and losses. 7. Current net income (or net loss): Earnings (or deficit) for the current accounting period, being the sum of the items set out in the preceding four subparagraphs. 8. Earnings per share shall be calculated and presented in accordance with Statement of Financial Accounting Standards No. 24. 9. Income tax shall be amortized and presented in a manner consistent with Statement of Financial Accounting Standards No. 22. 10. Where two ore more lines of business are conducted, the income statement shall distinguish between the different lines of business. Section III Statement of Changes in Shareholders' EquityThe account structure in an income statement, content of account entries, and matters to be noted are as follows: 1. Revenues: (1) Brokerage fee revenues: Any transaction fee revenues received by an FCM for executing customers' futures trading orders. (2) Futures commission revenues: Any commission revenues received by an FCM qualified as a clearing member of a foreign futures exchange for the provision of rebrokerage service to trade futures on a foreign market for the account of another FCM. (3) Gains on derivative financial instruments: Trading or valuation gains from engagement in derivative financial instrument business by an FCM conducting futures proprietary trading. (4) Service fee revenues from clearing and settlement for others: Service fee revenues received by an FCM qualified as a clearing member, for executing clearing and settlement for others. (5) Futures administrative fee revenues: Revenues from the administrative fees charged by an FCM in its conduct of business activities as approved by the competent authority. (6) Management fee revenues: Revenues from the management fees received by an FCM in its conduct of managed futures business and discretionary investment business. (7) Advisory fee revenues: Advisory fee revenues received by an FCM in its conduct of futures advisory or securities investment consulting business. (8) Other operating revenues: Other operating revenues not falling within the above accounts. (9) Non-operating revenues and gains: Revenues not arising from operating activities, including interest revenues (such as interest revenues from customer margin accounts), dividend income, foreign exchange gains, valuation gains on financial assets, valuation gains on financial liabilities, investment gains recognized under the equity method, gain on disposal of fixed assets, gain on disposal of investments, gain on reversal of impairment, and gains generated from futures traded with own funds by a domestic enterprises exclusively engaged in futures brokerage business. 2. Expenses: (1) Disbursements handled by broker: Disbursements that an FCM is required to pay to futures exchanges when executing customers' futures trading orders. (2) Dealer handling fee expenses: Handling fees that an FCM is required to pay to futures exchanges when engaging in futures proprietary trading. (3) Futures commission expenses: This account shall have the following subgroups: (i) Futures commission expenses – rebrokered futures trading: Any commission expense that an FCM is required to pay to another FCM qualified as a clearing member of a foreign futures exchange, for the provision of rebrokerage service to trade futures on a foreign market. (ii) Futures commission expenses – futures introducing broker business: Commission expenses that a mandating FCM is required to pay to futures introducing brokers. (4) Losses on derivative financial instruments: Trading or valuation losses from engagement in derivative financial instrument business by an FCM conducting futures proprietary trading. (5) Clearing and settlement service fee expenses: Any clearing and settlement service fees that an FCM is required to pay to a clearing house or to another FCM qualified as a clearing member when carrying out clearing and settlement. (6) Futures administrative expenses: Expenses paid by an FCM in its conduct of business activities as approved by the competent authority. (7) Operating expenses: Expenses incurred by a company in the conduct of business, to be separately recorded in detail as actual needs dictate. Examples include: salaries and allowances; meal expenses; stationery and printing; postage and communication expenses; entertainment expenses; utilities expenses; insurance premiums; taxes; depreciation; amortization; rent; repair and maintenance expenses; advertising expenses; commissions; information technology expenses; voluntary contributions and donations; membership fees; bad debts; default losses; trading losses; losses from out-trades; employee benefits; travel expenses; transportation expe
Article 18 A statement of changes in shareholders' equity is a report that presents the change in each component of shareholders' equity. It shall record the balance at the beginning of the period for capital stock, capital reserve, retained earnings (or accumulated deficit), and any other component of shareholders' equity. It shall also record any balances that have changed during the current period, and the amount thereof, as well as the ending balance for each component. For retained earnings, the following shall be presented: 1. Beginning balance. 2. Prior period adjustments: Corrections of any errors in the calculation, recording, or identification of prior-period income items, or errors due to misadoption of accounting principles or methods. 3. Net income or loss for the period. 4. Allocation of legal reserve and special reserve, distribution of dividends, and other such items. 5. Ending balance. Any income tax expense (benefit) arising from such items as a prior period adjustment, an unrealized profit or loss (e.g. translation adjustment) that is directly reflected in shareholders' equity rather than being reflected in profit or loss for the period, or change in capital reserve, shall be directly reflected in each such item, which shall be recorded at net.
Article 19 A foreign FCM shall present a statement of changes in equity showing on the face of the statement the operating capital and accumulated earnings or deficit at the beginning of the period. It shall record any change during the period, stating the reason for the change and the amount thereof, and shall also indicate the ending balance. Section IV Cash Flow Statement
Article 20 A cash flow statement summarizes the inflows and outflows of cash and cash equivalents arising from an FCM's operating, investing, and financing activities during a period; it shall be prepared in accordance with Statement of Financial Accounting Standards No. 17, Statement of Cash Flows. Section V Footnote Disclosures
Article 21 Notes to a financial statement, in addition to being prepared in accordance with Articles 10 and 11 herein, shall further disclose information relating to the following matters arising in the current period: 1. Information on significant transactions: (1) Loans to others. (2) Endorsements and guarantees for others. (3) Acquisition of real estate equaling NT$100 million or 20 percent or more of paid-in capital. (4) Disposal of real estate equaling NT$100 million or 20 percent or more of paid-in capital. (5) Service charge discounts on transactions with related parties in an aggregate amount of NT$5 million or more. (6) Amounts receivable from related parties amounting to NT$100 million or 20 percent or more of paid-in capital. 2. Information on investee enterprises: (1) For parties that directly or indirectly exercise significant influence or control over an investee company, the notes shall disclose their names, locations, principal line(s) of business, original investment amounts, shareholdings at end of period, and current period recognition of profits/losses and investment gains/losses. (2) For parties that directly or indirectly exercise significant control over an investee company, the notes shall disclose the investee company's transaction information listed under items 1 to 6. 3. Information on mainland China investments: (1) The name of any investee company in mainland China, its principal line(s) of business, paid-in capital, the form of the investment, inward and outward remittances of capital, shareholding ratio, investment gain or loss, period-end carrying amount of investment, repatriated investment gains/losses, and the limit on the amount of investment in the mainland China region. (2) When the FCM recognizes the investment gains/losses of a mainland China investee company by the equity method, or when it prepares a consolidated financial statement covering such an entity, it shall do so on the basis of a financial report of the investee company that has been audited and certified by an international accounting firm having a working relationship with an ROC accounting firm. Notwithstanding the foregoing, when an interim consolidated financial statement is prepared, such recognition or preparation may be based on a financial report of the of the investee company that has merely been reviewed by an international accounting firm having a working relationship with an ROC accounting firm.
Article 22 An FCM shall make full disclosure of related party transactions in accordance with Statement of Financial Accounting Standards No. 6, and in judging whether a transaction counterparty is a related party or not shall consider both the substance and the legal form of the relationship. Unless it can demonstrate a lack of ability to exercise control or significant influence, an entity to which any of the following circumstances applies shall be considered a de facto related party and shall disclose relevant information in notes to financial statements in accordance with Statement of Financial Accounting Standards No. 6: 1. An affiliated enterprise within the meaning given in Chapter VI-I of the Company Act, and its directors, supervisors, and managerial officers. 2. A company or institution under the control of the same general management division, and its directors, supervisors, and managerial officers. 3. Personnel in the general management division at the rank of managerial officer or above. 4. A company or institution listed as an affiliated enterprise in its external publications or printed materials.
Article 23 To make an accounting change, an FCM shall do as follows: 1. Change in accounting principle: (1) Where a change in accounting principle is necessary for a valid reason, at the end of the year prior to the projected change, the FCM shall set out the reasons and theoretical basis for adopting the original accounting principle and for changing to the proposed new accounting principle, concrete evidence that the new accounting principle is preferable to the original, and the projected cumulative effect of change in accounting principle; and request a certified public accountant to provide a review opinion after an analysis of the reasonableness of each such item, which shall then be presented in a proposal to the board of directors and, after passed by resolution of the board, submitted to the FSC for approval and/or recordation. (2) If it is impracticable to determine the cumulative effect of a change in accounting principle, as stated in paragraph 12 of Statement of Financial Accounting Standards No. 8, the FCM shall set out the reasons and theoretical basis for adopting the original accounting principle and for changing to the proposed new accounting principle, concrete evidence that the new accounting principle is preferable to the original, and the reason why it is impracticable to calculate the cumulative effect; request a certified public accountant to provide a review opinion after an analysis of the reasonableness of each such item, and to issue an opinion on the effect of such change in accounting principle on the audit opinion for the year of that change; and thereafter proceed in accordance with the procedures set forth above. (3) Except where it is impracticable, as stated in the preceding item, to calculate the cumulative effect of a change in accounting principle, the FCM shall, within two months after the beginning of the fiscal year during which it changes to the new accounting principle, calculate the actual cumulative effect of the change in accounting principle and submit the figure to the FSC for recordation following ratification by the board of directors; if the difference between the figures showing the actual cumulative effect and the projected cumulative effect differs by NT$10 million or more, the FCM shall present an analysis of the reasons for the difference between the two, request a certified public accountant to produce an opinion on its reasonableness, and submit the same to the FSC together with the submissions set out above. (4) Where the circumstance in item 2 applies to the FCM, it shall disclose, in notes to the semi-annual and annual financial reports prepared for the fiscal year during which the new accounting principle is applied, how adoption of the new accounting principle has affected income for each such period. (5) With the exception of application of a new accounting principle to purchases of new assets, in which case the provisions of the preceding items need not be applied, where any other change in accounting principle is adopted without having been duly reported for approval and/or recordation, the financial reports for the fiscal year in which the new principle is adopted shall be restated, and the new principle may not be applied until the fiscal year following the filing of a supplementary report for approval and/or recordation. 2. Changes in accounting estimates relating to the useful life of or the depreciation method for a depreciable asset and the amortization period or the amortization method for an intangible asset shall be adopted in accordance with items 1, 4, and 5 of the preceding subparagraph. For each document submitted under the preceding paragraph, an FCM shall forward a copy to the Taiwan Futures Exchange Corporation, Federation of Futures Industry Associations, and Securities and Futures Institute.
Article 24 The titles in the chart of major accounts are as follows: 1. Schedules for asset and liability accounts. (1) Schedule of cash and cash equivalents. (2) Schedule of Financial Assets at Fair Value Through Profit or Loss – Current. (3) Schedule of Available-for-Sale Financial Assets – Current. (4) Schedule of Held-to-Maturity Financial Assets – Current. (5) Schedule of Bond Investments For Which No Active Market Exists – Current. (6) Schedule of Futures Margin – Own Funds. (7) Schedule of Futures Margin – Securities. (8) Schedule of Customer Margin Account Balances. (9) Schedule of Customer Margin Accounts – Bank Deposits. (10) Schedule of Customer Margin Accounts – Securities. (11) Schedule of Customer Margin Accounts – Clearing Balances of Futures Clearing Houses. (12) Schedule of Customer Margin Accounts – Clearing Balances of Other Futures Commission Merchants. (13) Schedule of Customer Margin Accounts – Others. (14) Schedule of Futures Margins Receivable. (15) Schedule of Notes Receivable. (16) Schedule of Accounts Receivable. (17) Schedule of Prepayments. (18) Schedule of Other Receivables. (19) Schedule of Long-Term Equity Investments Held for Disposal. (20) Schedule of Non-current Assets Held for Sale. (21) Schedule of Other Financial Assets – Current. (22) Schedule of Other Current Assets. (23) Schedule of Changes in Financial Assets at Fair Value Through Profit or Loss – Non-current. (24) Schedule of Changes in Available-for-Sale Financial Assets – Non-current. (25) Schedule of Changes in Held-to-Maturity Financial Assets – Non-current. (26) Schedule of Changes in Bond Investments For Which No Active Market Exists – Non-current. (27) Schedule of Changes in Funds. (28) Schedule of Changes in Long-Term Equity Investments Using the Equity Method of Accounting. (29) Schedule of Changes in Other Long-Term Investments. (30) Schedule of Other Financial Assets – Non-current. (31) Schedule of Changes in Fixed Assets. (32) Schedule of Changes in Accumulated Depreciation of Fixed Assets. (33) Schedule of Other Assets. (34) Schedule of Short-Term Borrowings. (35) Schedule of Financial Liabilities at Fair Value Through Profit or Loss. (36) Schedule of Futures Traders' Equity. (37) Schedule of Notes Payable. (38) Schedule of Accounts Payable. (39) Schedule of Other Payables. (40) Schedule of Liabilities Directly Associated with Non-current Assets Held for Sale. (41) Schedule of Other Current Liabilities. (42) Schedule of Long-Term Borrowings. (43) Schedule of Preferred Stock Liabilities. (44) Schedule of Other Liabilities. 2. Schedules for profit and loss accounts. (1) Schedule of Gains and Losses on Derivative Financial Instruments. (2) Schedule of Futures Commission Expenditures. (3) Schedule of Operating Expenses. (4) Schedule of Non-Operating Revenues and Gains, and Expenses and Losses.The titles in the chart of major accounts are as follows: 1. Schedules for asset and liability accounts. (1) Schedule of cash and cash equivalents. (2) Schedule of Financial Assets at Fair Value Through Profit or Loss – Current. (3) Schedule of Available-for-Sale Financial Assets – Current. (4) Schedule of Held-to-Maturity Financial Assets – Current. (5) Schedule of Bond Investments For Which No Active Market Exists – Current. (6) Schedule of Futures Margin – Own Funds. (7) Schedule of Futures Margin – Securities. (8) Schedule of Customer Margin Account Balances. (9) Schedule of Customer Margin Accounts – Bank Deposits. (10) Schedule of Customer Margin Accounts – Securities. (11) Schedule of Customer Margin Accounts – Clearing Balances of Futures Clearing Houses. (12) Schedule of Customer Margin Accounts – Clearing Balances of Other Futures Commission Merchants. (13) Schedule of Customer Margin Accounts – Others. (14) Schedule of Futures Margins Receivable. (15) Schedule of Notes Receivable. (16) Schedule of Accounts Receivable. (17) Schedule of Prepayments. (18) Schedule of Other Receivables. (19) Schedule of Long-Term Equity Investments Held for Disposal. (20) Schedule of Non-current Assets Held for Sale. (21) Schedule of Other Financial Assets – Current. (22) Schedule of Other Current Assets. (23) Schedule of Changes in Financial Assets at Fair Value Through Profit or Loss – Non-current. (24) Schedule of Changes in Available-for-Sale Financial Assets – Non-current. (25) Schedule of Changes in Held-to-Maturity Financial Assets – Non-current. (26) Schedule of Changes in Bond Investments For Which No Active Market Exists – Non-current. (27) Schedule of Changes in Funds. (28) Schedule of Changes in Long-Term Equity Investments Using the Equity Method of Accounting. (29) Schedule of Changes in Other Long-Term Investments. (30) Schedule of Other Financial Assets – Non-current. (31) Schedule of Changes in Fixed Assets. (32) Schedule of Changes in Accumulated Depreciation of Fixed Assets. (33) Schedule of Other Assets. (34) Schedule of Short-Term Borrowings. (35) Schedule of Financial Liabilities at Fair Value Through Profit or Loss. (36) Schedule of Futures Traders' Equity. (37) Schedule of Notes Payable. (38) Schedule of Accounts Payable. (39) Schedule of Other Payables. (40) Schedule of Liabilities Directly Associated with Non-current Assets Held for Sale. (41) Schedule of Other Current Liabilities. (42) Schedule of Long-Term Borrowings. (43) Schedule of Preferred Stock Liabilities. (44) Schedule of Other Liabilities. 2. Schedules for profit and loss accounts. (1) Schedule of Gains and Losses on Derivative Financial Instruments. (2) Schedule of Futures Commission Expenditures. (3) Schedule of Operating Expenses. (4) Schedule of Non-Operating Revenues and Gains, and Expenses and Losses.
Article 25 An FCM shall report on its business conditions in accordance with the following provisions: 1. Significant business matters: The FCM shall provide information on matters arising over the five most recent fiscal years that have had a significant impact on business, including acquisitions of or mergers with other companies, demergers, equity investments in affiliated enterprises, reorganization, major asset purchases or disposals, significant changes in operation method or business activity, etc. 2. Information related to investments in overseas enterprises: The FCM shall provide general information on any investments in overseas enterprises and representative offices, and any equity investments in enterprises and representative offices by such overseas enterprises, including: original investment amounts; investment gains or losses; cash dividends; and endorsements, guarantees, or loans extended to outside parties by each such enterprise. 3. Remuneration and related information on directors, supervisors, the general manager, and assistant general manager(s). (1) The FCM shall, in a manner conforming to the following, disclose the remuneration paid to each of the directors, supervisors, the general manager, and assistant general managers in the most recent fiscal year; if a director concurrently serves as a member of management, the remuneration shall be disclosed separately by the position held. (i) The FCM may opt either to disclose aggregate remuneration information, with the name(s) indicated for each remuneration range, or to disclose the name of each individual and the corresponding remuneration amount. For a director concurrently serving as a member of the management, the remuneration shall be disclosed separately for each position held. The FCM may adopt the aggregate disclosure method if it is a non-public company whose issued voting shares are all held, either directly or indirectly, by one single person. (ii) If the FCM has had consecutive after-tax deficits in the most recent two fiscal years, it shall disclose the remuneration paid to each individual director, supervisor, and the general manager. (iii) The FCM, if a public company that has had an insufficient director shareholding percentage for three consecutive months or longer during the most recent fiscal year, shall disclose the remuneration paid to each individual director, and, if one that has had an insufficient supervisor shareholding percentage for three consecutive months or longer during the most recent fiscal year, shall disclose the remuneration paid to each individual supervisor. (iv) The FCM, if a public company that has had an average ratio of share pledging by directors and supervisors in excess of 50% in any three months during the most recent fiscal year, shall disclosure the remuneration paid to each individual director and supervisor having a ratio of pledged shares in excess of 50% for each such month. (2) Where the FCM's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed. The term "affiliated enterprise of a certified public accountant's accounting firm" as used in these Regulations means one in which the certified public accountants at the accounting firm of the certified public accountant hold more than 50% of the shares, or of which such accountants hold more than half of the directorships, or a company or institution listed as an affiliated enterprise in the external publications or printed materials of the accounting firm of the certified public accountant. 4. Labor-management relations: (1) Significant employee benefit programs, the retirement system and status of implementation thereof, and arrangements between labor and management of the FCM shall be recorded. (2) Provide information on any loss sustained as a result of labor disputes in the thee most recent fiscal years, disclose an estimate of losses incurred to date or likely to be incurred in the future, and indicate mitigation measures being or to be taken. If the loss cannot be reasonably estimated, make a statement to that effect.
Article 26 An FCM shall disclose the following financial information for the five most recent fiscal years: 1. Condensed balance sheet and income statement. 2. Analysis of key financial ratios. 3. Other significant information (e.g., impact of changes in commodity prices or exchange rates) that will provide a better understanding of the financial conditions, operating results, cash flows, or the trend of changes therein.
Article 27 An FCM shall review its financial condition, operating results, and cash flows and analyze the cause of changes. The review shall at least cover the following matters, and may as necessary address matters at the departmental level: 1. Significant capital expenditures and the funding thereof: Provide information on the nature, expected returns, and actual or expected source of funding for any significant capital expenditure investments made or committed to in the two most recent fiscal years, or for any capital expenditure investments planned in the coming five years. If a material change is expected in the relative cost of funds for future borrowings or capital increase, or in the company's leverage policy, relevant information shall be provided. 2. Liquidity: Analyze liquidity in the two most recent fiscal years and the reason for any increase or decrease, and provide information, in terms of operational trends, capital demand, and other significant commitments, transactions, or non-transactions, on the status of change in future operating capital demand, amount of working capital that can be generated through business operations, and amount of operating capital that needs to or can be obtained externally. If it is discovered that liquidity is or will be materially insufficient, indicate the remedial measures taken or planned. 3. Operating results: Analyze the components of income (loss) from continuing operations during the two most recent fiscal years and any significant transaction, non-transaction, or change in the economic environment that results in an increase or decrease in any such component. When there is a significant increase or decrease in a revenue or expense item, the cause of such change shall be stated. If a material change has occurred or is expected to occur in an operating policy, the market situation, or any other internal or external element, thus resulting in a material increase or decrease in revenues or expenses from the continuing operations, the fact and its effect shall be stated.
Article 28 An FCM shall disclose the following information regarding its certified public accountant: 1. Information on professional fees: Given any one of the following conditions, an FCM shall disclose information on the professional fees of the certified public accountant: (1) When non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any affiliated enterprise of such accounting firm are equivalent to one quarter or more of the audit fees paid thereto, or when non-audit fees amount to NT$500,000 or more, the amounts of both audit and non-audit fees as well as details of non-audit services shall be disclosed. (2) When the FCM changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous year, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed. (3) When the audit fees paid for the current year are lower than those for the previous fiscal year by 15 percent or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed. The term "audit fees" under item 1 means fees paid by the FCM to its certified public accountant for audits, reviews, and secondary reviews of financial reports and tax certification. 2. Information on replacement of certified public accountant: If the FCM has replaced its certified public accountant within the last two fiscal years or any subsequent interim period, it shall disclose the following information: (1) Regarding the former certified public accountant: (i) Date of and reason for replacement of the certified public accountant, specifying whether the certified public accountant or the FCM terminated or discontinued the engagement. (ii) If the former certified public accountant has issued an audit report expressing other than an unqualified opinion during the two most recent years, furnish the opinion and reason. (iii) Indicate whether there was any disagreement between the FCM and the former certified public accountant relating to any of the following matters: (a) Accounting principles or practices. (b) Financial report disclosure. (c) Auditing scope or procedure. If any disagreements did exist, the FCM shall describe in detail the nature of each such disagreement, how the FCM handled them (including whether the FCM has authorized the former certified public accountant to respond fully to the inquiries of the successor certified public accountant concerning the subject matter of each such disagreement), and how the disagreements were finally handled. (iv) If any of the following matters has arisen, they shall also be disclosed: (a) The former certified public accountant advised the FCM that it lacked the sound internal controls necessary for the preparation of reliable financial reports. (b) The former certified public accountant advised the FCM that he or she was unable to rely on the FCM's written representations, or was unwilling to be associated with the financial report prepared by the FCM. (c) The former certified public accountant advised the FCM of the need to expand the scope of the audit, or of information showing that an expanded audit might impact the reliability of either a previously issued financial report or the financial report to be issued but, due to replacement of the certified public accountant or for any other reason, the former certified public accountant did not expand the scope of the audit. (d) The former certified public accountant advised the FCM that information collected might impact the reliability of either a previously issued financial report or the financial report to be issued, but due to the replacement of the certified public accountant or for any other reason, the certified public accountant did not deal with the issue. (2) Regarding the successor certified public accountant: (i) Name of the successor accounting firm, name of the certified public accountant, and date of engagement. (ii) If prior to the formal engagement of the successor certified public accountant, the FCM consulted the newly engaged accountant regarding the accounting treatment of or application of accounting principles to a specified transaction, or the type of audit opinion that might be rendered on the FCM's financial report, the FCM shall state and identify the issues that were the subjects of the those consultations and the consultation results. (iii) The FCM shall consult and obtain written views from the successor certified public accountant regarding the matters on which the FCM did not agree with the former certified public accountant, and shall make disclose thereof. (3) The FCM shall mail to the former certified public accountant a copy of the disclosures it is making in response to items (1) and (2)(III) of subparagraph 2 of this article, and advise the accountant of the need to respond by mail within 10 days should the accountant disagree. The FCM shall disclose the content of the reply letter from the former certified public accountant.
Article 29 An FCM preparing financial reports and making disclosures in accordance with the provisions of this chapter shall request that the certified public accountant issue a review opinion thereon in accordance with the Directions for Review of Other Disclosures in Financial Reports.
Article 30 Unless otherwise required by the FSC, an FCM preparing interim financial reports is permitted, if it so chooses, to refer only to the provisions of Chapters I through III and those of Statement of Financial Accounting Standards No. 23, and to forego preparation of consolidated financial statements.
Article 31 An FCM shall prepare consolidated financial statements covering its affiliated enterprises unless the FSC has granted it approval to do otherwise.
Article 32 An FCM shall prepare and present consolidated financial statements covering affiliated enterprises in accordance with the Regulations Governing Preparation of Consolidated Business Reports Covering Affiliated Enterprises, Consolidated Financial Statements Covering Affiliated Enterprises, and Reports on Affiliations, as adopted by the FSC.
Article 32-1
Article 33 The format of the documents, reports, statements, and schedules relating to financial reports, as identified in these Regulations, are to be determined by the FSC.
Article 34 These Regulations shall be implemented from the date of issuance. The 29 September 2005 amendments to these Regulations shall be implemented from 1 January 2006, and the 4 May 2007 amendments hereto shall be implemented from 1 January 2007.
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