Article 6 of the Regulations Governing the Publication of Financial Forecasts of Public Companies provides that "When a public company, in a manner other than as provided in these Regulations, provides operating revenue or profit forecast information to news, magazine, radio, television, Internet, or other mass media, or announces such information at a business performance seminar, news conference, or other venue, the FSC may require the company to publish a complete financial forecast in accordance with the provisions of Chapter III." The present Standards are specially adopted for compliance to strengthen the governance of forecast information published by companies listed on the Taipei Exchange (TPEx). If a TPEx listed company has disclosed any operating revenue or profit forecast information in any of the aforesaid situations, and has not yet published a summary or complete financial forecast for the applicable period pursuant to the Regulations Governing the Publication of Financial Forecasts of Public Companies, the TPEx shall follow these standards in determining whether the company is required to publish a complete financial forecast. The term "financial forecasts" in the Standards means consolidated financial forecasts, provided that if a TPEx listed company has no subsidiaries, it shall prepare individual financial forecasts.
| Article 1 |
If a TPEx listed company publishes on its own initiative any operating revenue or profit forecast information for the company as a whole or for any business operations (or products) accounting for over 50 percent of the overall operating revenue on a consolidated (or individual) basis, or if the TPEx discovers any media report of any related forecast information of a TPEx listed company and, after investigation and substantiation by the TPEx, the TPEx listed company fails to clarify that it did not publish or provide such information, the requirement to publish a complete financial forecast shall, except in an event described in Article 2, be deemed to be triggered if any of the following circumstances is met:
- The information published or reported by the media involves specific, concrete numerical amounts, for example: operating revenue of NT$10 billion, operating income or loss of NT$5 billion, income before tax of NT$5 billion, earnings per share of NT$2, etc.
- The information published or reported by the media is a numerical range, an upper/lower limit, or a percentage change, for example: operating revenue not lower than NT$13 billion, operating revenue expected to reach NT$30 billion, operating revenue from NT$9.5 billion to NT$12 billion, operating revenue increasing or decreasing by 30 percent or more year on year, operating income or income before tax increasing or decreasing by 30 percent or more, earnings per share maintained at NT$2.5 or more, or earnings per share not lower than NT$2, etc.
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| Article 2 |
If a TPEx listed company meets one of the following circumstances, and has fully disclosed the relevant information on the Market Observation Post System (MOPS), it is deemed to have published financial forecast information, and the provision requiring the publishing of a complete financial forecast does not apply.
- The company has issued, at an investor conference that it holds, the forecast information for its consolidated (or individual) operating revenue, consolidated (or individual) gross income (or margin), and consolidated (or individual) operating income (or margin), and furthermore the total net non-operating income and expenses on the consolidated (or individual) financial reports for the most recent four quarters accounts for not more than 10 percent of the total income before tax.
- In the case of a company whose paid-in capital reached NT$10 billion or more on the end date of the most recent fiscal year, and furthermore whose most recent corporate governance evaluation results ranked in the top 5 percent, the company has issued, at an investor conference that it holds, the forecast information for its consolidated (or individual) operating revenue, consolidated (or individual) gross income (or margin), or consolidated (or individual) operating income (or margin), and explained the forecast information for its medium to long-term outlook.
The TPEx listed company, however, shall at all times assess the status of its achievement of the aforementioned forecast information. If the assessment reveals any likelihood that it cannot be achieved, it shall immediately make an announcement of material information on MOPS, and provide an explanation to the effect that the aforementioned forecast information is no longer applicable. If, subsequently, the TPEx listed company wishes to update (or correct) the aforementioned forecast information, it shall separately hold an investor conference, or hold a press conference pursuant to the GreTai Securities Market Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities, or handle the matter pursuant to the Regulations Governing the Publication of Financial Forecasts of Public Companies.
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| Article 3 |
When a TPEx listed company discloses a summary of its business plan for the current year in the "report to shareholders" in the shareholders meeting annual report, if it contains any content involving operating revenue or profit forecast information, the company shall act in compliance with Article 1.
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| Article 4 |
If a TPEx listed company has published information that requires the publishing of a complete financial forecast, and the TPEx has issued a letter notifying the company to publish a complete financial forecast pursuant to the Regulations Governing the Publication of Financial Forecasts of Public Companies, or if the company can be deemed to have published financial forecast information under Article 2, the TPEx shall conduct an audit for any unlawful conduct (insider trading or manipulative trading).
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| Article 5 |
If the TPEx has issued a letter notifying a TPEx listed company (including a copy issued to the competent authority) of any circumstance that requires the publishing of a complete financial forecast, the TPEx listed company shall, within 10 days from receipt of the notification letter, publish and report the information, and shall, prior to the opening of trading hours on the business day following the receipt of the notification letter from the TPEx, disclose the information on the information reporting website designated by the TPEx. If the TPEx listed company objects to the request and files an appeal against the requirement to publish a complete financial forecast, the TPEx shall immediately submit a report to the competent authority stating its reasons for determining the need for publishing a complete financial forecast, along with the company's appeal opinion, for review and disposition by the competent authority.
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