Chapter 2
Issuance of Securities
 
Division 5
Disclosure of Information and Auditor
 
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Section 56.
 
 
A company which issues securities in accordance with Section 32, Section 33 or Section 34 shall prepare the following financial statements and reports concerning the financial condition and the business operation of the company and submit them to the Office:
(1) quarterly financial statement reviewed by an auditor;
(2) financial statement for any accounting period examined and for which an opinion has been given by an auditor;
(3) annual report;
(4) any other reports concerning the information of the company as specified in the notification of the SEC.

The financial statements and reports in accordance with the first paragraph shall comply with the rules, conditions and procedures as specified in the notificaiton of the SEC. In specifying such rules, conditions and procedures, the standards approved by the Board of Auditing Practices in accordance with the law relating to auditors shall be taken into account.
 
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Section 57.
 
 
A company which issues securities in accordance with Section 32, Section 33 or Section 34 shall submit a report with reasons to the Office immediately when one of the following incidents occurs:
(1) the company suffers serious damage;
(2) the company ceases operating all or part of its business;
(3) the company alters its objects or the nature of its business;
(4) the company enters into an agreement entrusting other persons with power in whole or in part in the management of the company;
(5) the company takes over another company or is taken over in accordance with Section 247;
(6) any incident which affects or is likely to affect the rights and interests of securities holders or the decision-making on investment or the change in the securities price of the company as specified in the notification of the SEC.
 
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Section 58.
 
 
In cases where the Office is of the opinion that the documents or reports furnished by the company which issues securities in accordance with Section 32, Section 33 or Section 34 are incomplete or ambiguous, or in case of emergency or any other case which is likely to affect the rights and interests of securities holders or the decision-making on investment or change in the securities price of the company, the Office shall have the power to do one or more of the following:
(1) instruct the company to submit additional reports or documents;
(2) instruct the director, manager, or person with power of management over the company to provide additional explanation;
(3) instruct the company to arrange an audit by an auditor and report the result of the audit to the Office and disclose the information to the public.
 
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Section 59.
 
 
The director, manager, person who holds management position as specified in the notification of the Office, and auditor of a company which issues securities in accordance with Section32, Section 33 or Section 34 shall prepare and disclose reports to the Office on each person's securities holding and the holding of securities by his spouse and minor children of securities in the company including changes in such holdings under the rules and procedures as specified in the notification of the Office with the approval of the SEC.
 
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Section 60.
 
 
For the benefit of disclosing information to the public about the condition and the business operation of a company which issues securities including the holding of securities in such company, the Office shall have the power to disclose the reports or the information received in accordance with Section 56, Section 57, Section 58 and Section 59 under the rules and procedures as specified in the notification of the SEC.
 
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Section 61.
 
 
The auditor as referred to in Section 56 shall be an auditor who has been given an approval by the Office.

Where an approval has been given in accordance with the first paragraph, the auditor may audit the accounts of a securities company as referred to in Section 106, a company issuing securities listed in the Securities Exchange as referred to in Section 199, and a company whose securities are traded in an over-the-counter centre as referred to in Section 217.
 
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Section 62.
 
 
In makeing a review or audit, if the auditor finds that a company which issues securities in accordance with Section 32, Section 33 and Section 34 has inaccurately prepared a quarterly financial statement of financial statement for any accounting period, the auditor shall state his findings and disclose the facts material to the financial statement and notify such circumstances in his report on which he is to sign in order to give his opinion as well as report the matter to the Office.

The Office shall have the power to withdraw its approval of any auditor who does not comply with the provisions of the first paragraph in giving an opinion on a finacial statement for any accounting period.