(1) A parent enterprise that, concurrently, is a subsidiary enterprise of a parent enterprise having its seat in a state that is not a Member State of the European Union and that is also not a state party to the Agreement creating the European Economic Area, will not be required to draw up consolidated financial statements or a consolidated management report if that other parent enterprise draws up consolidated financial statements that are compliant with section 291 (2) no. 1 (exempting consolidated financial statements) and a consolidated management report that is compliant with section 291 (2) no. 1 (exempting consolidated management report) and if, furthermore, all of the following pre-requisites are met:
1. The exempting consolidated financial statements are drawn up as follows:
a) as laid down by the laws of a Member State of the European Union or of some other state party to the Agreement creating the European Economic Area in conformity with Directive 2013/34/EU,
b) in conformity with the international accounting standards designated in section 315e (1),
c) such that they are equivalent to consolidated financial statements drawn up in accordance with the requirements stipulated in letter a), or
d) such that they comply with international accounting standards as determined in their applicable version pursuant to Commission Regulation (EC) No 1569/2007 of 21 December 2007 establishing a mechanism for the determination of equivalence of accounting standards applied by third country issuers of securities pursuant to Directives 2003/71/EC and 2004/109/EC of the European Parliament and of the Council (OJ L 340 of 22 December 2007, p. 66), amended by Delegated Regulation (EU) No 310/2012 (OJ L 103 of 13 April 2012, p. 11);
2. the exempting consolidated management report is drawn up in accordance with the requirements set out in in number 1 (a) or is equivalent to a consolidated management report drawn up in accordance with said requirements;
3. the exempting consolidated financial statements have been audited by one or several statutory auditors or by one or several audit firms who have been approved to carry out statutory audits of annual financial statements based on the national laws to which the enterprise is subject that has drawn up said financial statements;
4. the exempting consolidated financial statements, the exempting consolidated management report and the audit report have been disclosed in German or English in accordance with the provisions governing those consolidated financial statements and that consolidated management report that are not required to be drawn up.
(2) The exemptive effect will be given only if the notes to the annual financial statements of the enterprise to be exempted provide the particulars stipulated in section 291 (2) sentence 1 number 4, and if it is additionally stated according to which of the requirements set out in subsection (1) no. 1 and, as the case may be, according to the laws of which state the exempting consolidated financial statements and the exempting consolidated management report have been drawn up. In all other regards, section 291 (2) sentence 2 and (3) is to be applied accordingly.
(3) Where consolidated financial statements that are permissible under subsection (1) have not been audited by a statutory auditor approved to carry out statutory audits in accordance with the provisions of Directive 2006/43/EC, they will have an exemptive effect only if the auditor has qualifications equivalent to the requirements made by said Directive and if the consolidated financial statements have been audited in a manner compliant with the requirements stipulated in Subdivision 3. Any auditors who have not been approved to carry out statutory audits in accordance with the provisions of Directive 2006/43/EC and who act as auditors of an enterprise having its seat in a third state within the meaning of section 3 (1) sentence 1 of the Act on the Profession of Auditors (Wirtschaftsprüferordnung), the securities of which, within the meaning of section 2 (1) of the Securities Trading Act, are admitted by a domestic stock exchange to trading on the regulated market, will be considered to have qualifications equivalent to the requirements of the Directive only if said qualifications have been registered by the Chamber of Public Accountants pursuant to section 134 (1) of the Act on the Profession of Auditors or if their equivalence has been recognised pursuant to section 134 (4) of the Act on the Profession of Auditors. Sentence 2 does not apply insofar as exclusively debt instruments within the meaning of section 2 (1) no. 3 of the Securities Trading Act
1. are admitted by a domestic stock exchange to trading on the regulated market at a minimum denomination of 100,000 euros each or in a corresponding amount in another currency or
2. are admitted by a domestic stock exchange to trading on the regulated market at a minimum denomination of 50,000 euros each or in a corresponding amount in another currency, and these debt instruments have been issued prior to 31 December 2010.
In the case governed by sentence 2, a certification from the Chamber of Public Accountants pursuant to section 134 (2a) of the Act on the Profession of Auditors is to be disclosed along with the audit report pursuant to subsection (1) no. 4, certifying that the auditor has been registered, or a confirmation from the Chamber of Public Accountants pursuant to section 134 (4) sentence 8 of the Act on the Profession of Auditors is to be disclosed along with the audit report pursuant to subsection (1) no. 4, confirming that the auditor is exempt from the registration obligation.