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13.4.2012 Official
Journal
of
the
European
Union L
103/13
COMMISSION DELEGATED REGULATION (EU) No 311/2012
of 21 December 2011
amending Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European
Parliament and of the Council as regards elements related to prospectuses and advertisements
(Text with EEA relevance)
THE EUROPEAN COMMISSION,
2008/961/EC of 12 December 2008 on the use by third
countries’ issuers of securities of certain third country’s
national accounting standards and International Financial
Reporting Standards to prepare their consolidated
Having regard to the Treaty on the Functioning of the European
financial statements ( 4 ) and Commission Regulation (EC)
Union,
No 1289/2008 of 12 December 2008 amending
Commission Regulation (EC) No 809/2004 imple
menting Directive 2003/71/EC of the European
Parliament and of the Council as regards elements
related to prospectuses and advertisements ( 5 ), as well
Having regard to Directive 2003/71/EC of the European
as the updates on China and India from April 2011.
Parliament and of the Council of 4 November 2003 on the
prospectus to be published when securities are offered to the
public or admitted to trading and amending Directive
2001/34/EC ( 1 ), and in particular Article 7(1) thereof,
(3) In
April
2010
the
Ministry
of
Finance
of
China
issued
a ‘Roadmap for Continuing Convergence of the
Accounting Standards for Business Enterprises with
IFRS’ (ASBE) which reiterated China’s commitment to
Whereas:
continue the process of convergence to IFRS. As of
October 2010 all current standards and interpretations
issued by International Accounting Standards Board have
been implemented in the ASBE. The level of convergence
(1) Commission
Regulation
(EC)
No
809/2004
( 2 ) requires
has been reported by ESMA as being satisfactory and the
third country issuers to prepare the historical financial
differences do not amount to non-compliance with IFRS.
information in prospectuses for offer of securities to
Therefore, it is appropriate to consider the Chinese ASBE
the public or the admission of securities to trading on
equivalent to adopted IFRS as of 1 January 2012.
a regulated market in accordance with International
Financial Reporting Standards (IFRS) or with the
national accounting standards of a third country
provided they are equivalent to these standards.
(4) The
Accounting
Standards
Board
of
Canada
made
a
public commitment in January 2006 to adopt IFRS by
31 December 2011. It has approved the incorporation of
IFRS into the Canadian Institute of Chartered
(2) In order to assess the equivalence of the Generally
Accountants Handbook as Canadian GAAP for all
Accepted Accounting Principles (GAAP) of a third
publicly accountable profit-oriented enterprises starting
country with adopted IFRS, Commission Regulation
in 2011. Therefore, it is appropriate to consider the
(EC) No 1569/2007 ( 3 ) provides for the definition of
Canadian GAAP equivalent to adopted IFRS as of
equivalence and establishes a mechanism for the deter
1 January 2012.
mination of equivalence of the GAAP of a third country.
According to the conditions of the equivalence mech
anism, third country issuers could be permitted to use
the GAAP of third countries which were converging or
committed to adopt IFRS for a transitional period ending
(5) The
Korean
Financial
Supervisory
Commission
and
the
on 31 December 2011. It is important to assess the
Korean Accounting Institute made a public commitment
efforts of those countries which have taken steps to
in March 2007 to adopt IFRS by 31 December 2011.
converge their accounting standards to or adopt IFRS.
The Korean Accounting Standards Board has adopted
Therefore, Regulation (EC) No 1569/2007 has been
IFRS as Korean IFRS (K-IFRS). K-IFRS are identical to
amended to extend this transitional period until
IFRS and are required for all listed companies in South
31 December 2014. The Commission took account of
Korea since 2011. Unlisted financial institutions and
the report provided by the European Securities and
state-owned companies are also required to apply
Markets Authority (ESMA) in November 2010 on
K-IFRS. Other unlisted companies may choose to do
China, Canada, India, and South Korea, which had
so. Therefore, it is appropriate to consider the GAAP
received a transitional period by Commission Decision
of South Korea equivalent to adopted IFRS as of
1 January 2012.
( 1 ) OJ L 345, 31.12.2003, p. 64.
( 2 ) OJ L 149, 30.4.2004, p. 1.
( 4 ) OJ L 340, 19.12.2008, p. 112.
( 3 ) OJ L 340, 22.12.2007, p. 66.
( 5 ) OJ L 340, 19.12.2008, p. 17.

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L 103/14
EN
Official Journal of the European Union
13.4.2012
(6) The Indian Government and the Indian Institute of
‘In addition to standards referred to in the first subpara
Chartered Accountants made a public commitment in
graph, from 1 January 2012, third country issuers may
July 2007 to adopt IFRS by 31 December 2011 with
present their historical financial information in accordance
the aim that Indian GAAP would be fully IFRS
with the following standards:
compliant by the end of the programme. However,
following an on-the-spot investigation in January 2011,
ESMA observed that the Indian GAAP appear to have a
(a) Generally Accepted Accounting Principles of the
number of differences from IFRS which could be
People’s Republic of China;
significant in practice. Uncertainties remain about the
timetable for the implementation of an IFRS-compliant
reporting system. As there are no issuers in India who
have taken advantage of the voluntary early application
(b) Generally Accepted Accounting Principles of Canada;
of IFRS, there is no experience regarding IFRS
enforcement.
(c) Generally Accepted Accounting Principles of the
Republic of Korea.’
(7) Accordingly,
it
is
appropriate
to
extend
the
transitional
period for no more than 3 years, until 31 December
2014, in order to allow third country issuers to
prepare their annual and half-yearly financial statements
(2) paragraph 5a is replaced by the following:
in accordance with the GAAP of India in the Union.
‘5a. Third country issuers are not subject to a
(8) Since
the
transitional
period
for
which
equivalence
was
requirement, under Annex I, item 20.1; Annex IV, item
granted to the GAAP of China, Canada, South-Korea and
13.1; Annex VII, item 8.2; Annex X, item 20.1 or Annex
India under Regulation (EC) No 809/2004 expired on
XI, item 11.1, to restate historical financial information,
31 December 2011, this Regulation should apply from
included in a prospectus and relevant for the financial
1 January 2012. This is necessary in order to provide
years prior to financial years starting on or after
legal certainty to issuers from these third countries listed
1 January 2015, or to a requirement under Annex VII,
in the Union and avoid the risk that they might have to
item 8.2.bis; Annex IX, item 11.1; or Annex X, item
reconcile their financial statements with IFRS. The
20.1.bis, to provide a narrative description of the differences
provision of retroactivity thus alleviates any potential
between International Financial Reporting Standards
additional burden on the issuers concerned.
adopted pursuant to Regulation (EC) No 1606/2002 and
the accounting principles in accordance with which such
information is drawn up relating to the financial years
(9) Regulation
(EC)
No
809/2004
should
therefore
be
prior to financial years starting on or after 1 January
amended accordingly,
2015, provided that the historical financial information is
prepared in accordance with the Generally Accepted
Accounting Principles of the Republic of India.’
HAS ADOPTED THIS REGULATION:
Article 1
Article 2
Article 35 of Regulation (EC) No 809/2004 is amended as
This Regulation shall enter into force on the third day following
follows:
its publication in the Official Journal of the European Union.
(1) in paragraph 5, the second subparagraph is added:
It shall apply from 1 January 2012.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done at Brussels, 21 December 2011.
For the Commission
The President
José Manuel BARROSO

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