(a)

(1) The board shall cause an annual report to be sent to the shareholders not later than days after the close of the fiscal year, unless in the case of a corporation with less than holders of record of its shares (determined as provided in

Section 605) this requirement is expressly waived in the bylaws. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that report and any accompanying material sent pursuant to this

section may be sent by electronic transmission by the corporation (Section 20). This report shall contain a balance sheet as of the end of that fiscal year and an income statement and a statement of cashflows for that fiscal year, accompanied by any report thereon of independent accountants or, if there is no report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

(2) Unless so waived, the report specified in paragraph (1) shall be sent to the shareholders at least 15 (or, if sent by third-class mail, 35) days before the annual meeting of shareholders to be held during the next fiscal year, but this requirement shall not limit the requirement for holding an annual meeting as required by

Section 600.

(3) Notwithstanding

Section 114, the financial statements of any corporation with fewer than holders of record of its shares (determined as provided in

Section 605) required to be furnished by this subdivision and subdivision (

c) are not required to be prepared in conformity with generally accepted accounting principles if they reasonably set forth the assets and liabilities and the income and expense of the corporation and disclose the accounting basis used in their preparation.

(4) The requirements described in paragraphs (1) and (2) shall be satisfied if a corporation with an outstanding class of securities registered under

Section of the Securities Exchange Act of complies with

Section 240.14a-16 of Title of the Code of Federal Regulations, as it may be amended from time to time, with respect to the obligation of a corporation to furnish an annual report to shareholders pursuant to

Section 240.14a-3(

b) of Title of the Code of Federal Regulations. (

b) In addition to the financial statements required by subdivision (a), the annual report of any corporation having or more holders of record of its shares (determined as provided in

Section 605) either not subject to the reporting requirements of

Section of the Securities Exchange Act of 1934, or exempted from those reporting requirements by

Section 12(g)(2) of that act, shall also describe briefly both of the following:

(1) Any transaction (excluding compensation of officers and directors) during the previous fiscal year involving an amount in excess of forty thousand dollars ($40,000) (other than contracts let at competitive bid or services rendered at prices regulated by law) to which the corporation or its parent or subsidiary was a party and in which any director or officer of the corporation or of a subsidiary or (if known to the corporation or its parent or subsidiary) any holder of more than percent of the outstanding voting shares of the corporation had a direct or indirect material interest, naming the person and stating the person’s relationship to the corporation, the nature of the person’s interest in the transaction and, where practicable, the amount of the interest; provided that in the case of a transaction with a partnership of which the person is a partner, only the interest of the partnership need be stated; and provided further that no report need be made in the case of any transaction approved by the shareholders (Section 153).

(2) The amount and circumstances of any indemnification or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or director of the corporation pursuant to

Section 317; provided that no report need be made in the case of indemnification approved by the shareholders (Section 153) under paragraph (2) of subdivision (

e) of

Section 317. (

c) If no annual report for the last fiscal year has been sent to shareholders, the corporation shall, upon the written request of any shareholder made more than days after the close of that fiscal year, deliver or mail to the person making the request within days thereafter the financial statements required by subdivision (

a) for that year. A shareholder or shareholders holding at least percent of the outstanding shares of any class of a corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month, or nine-month period of the current fiscal year ended more than days before the date of the request and a balance sheet of the corporation as of the end of the period and, in addition, if no annual report for the last fiscal year has been sent to shareholders, the statements referred to in subdivision (

a) for the last fiscal year. The statements shall be delivered or mailed to the person making the request within days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for months and it shall be exhibited at all reasonable times to any shareholder demanding an examination of the statements or a copy shall be mailed to the shareholder. (

d) The quarterly income statements and balance sheets referred to in this

section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation. (

e) In addition to the penalties provided for in

Section 2200, the superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by this

section and, for good cause shown, may extend the time therefor. (

f) In any action or proceeding under this section, if the court finds the failure of the corporation to comply with the requirements of this

section to have been without justification, the court may award an amount sufficient to reimburse the shareholder for the reasonable expenses incurred by the shareholder, including attorney’s fees, in connection with the action or proceeding. (

g) This

section applies to any domestic corporation and also to a foreign corporation having its principal office in California or customarily holding meetings of its board in this state.