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Laws & Regulations Database of The Republic of China (Taiwan)

Print Time:2024/11/24 00:35
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Chapter Law Content

Chapter II Prospectuses for Futures Trust Funds Offered to Unspecified Persons
Article 9
A futures trust enterprise offering or intending to offer a futures trust fund to unspecified persons pursuant to Article 11 of the Regulations Governing Futures Trust Funds shall prepare a prospectus in accordance with the content requirements of this Chapter.
Article 10
A prospectus shall include the following items:
1.Overview of the futures trust fund.
2.Key elements of the futures trust deed.
3.Overview of the futures trust enterprise.
4.Name, street address, and telephone number of any agent handling sale and redemption of the beneficial certificates.
5.Special disclosures.
Article 11
The "overview of the futures trust fund" section shall include the following information:
1.Profile of the futures trust fund.
2.Nature of the futures trust fund.
3.Duties of the futures trust enterprise, the fund custodian (or the trust supervisor, in the case of a trust enterprise that concurrently operates a futures trust enterprise and that has obtained approval from the competent authority to keep the assets of the futures trust fund in its own custody), and the fund guarantor.
4.Trading and investments of the futures trust fund.
5.Risk factors.
6.Distribution of gains.
7.Subscription for beneficial certificates.
8.Redemption of beneficial certificates.
9.Rights and fees undertaken by beneficial owners.
10.Information disclosure of the futures trust fund.
11.Use of funds by the futures trust fund.
Article 12
The "profile of the futures trust fund" item shall include the following information:
1.Total face value of the issue.
2.Total number of beneficial units.
3.Face value of each beneficial unit.
4.Whether follow-on issues may be made.
5.Conditions for successful or unsuccessful establishment (if there is a date for meeting the said conditions, this date shall be stated).
6.Scheduled issue date.
7.Duration.
8.Investment regions and instruments: For a principal protection futures trust fund, an additional indication shall be made for the estimated percentage of investing in fixed-income instruments and of engaging in futures trading, the credit ratings and maturities of the fixed-income instruments under investment, the issuers of the instruments or futures trading contracts, and the counterparties.
9.Brief indication of fundamental trading and investment policies and scope.
10.Sale commencement date.
11.Methods of selling.
12.Selling price.
13.Minimum subscription amount.
14.Redemption commencement date. For a principal protection futures trust fund, include an indication of how redemption requests will be accepted and the procedure by which to dispose of assets to meet redemption needs.
15.Redemption fees.
16.Redemption price.
17.Management fees. For a principal protection futures trust fund, print in conspicuous typeface the management fee structure and the method of collection.
18.Custodian fees (or trust supervisor remuneration, in the case of a trust enterprise that concurrently operates a futures trust enterprise and that has obtained approval from the competent authority to keep the assets of the futures trust fund in its own custody).
19.If the futures trust fund is guaranteed by a guarantor, include the information on the nature of the business operations of the guarantor, its financial status, credit rating, the conditions and scope of the guarantee, guarantee fees, and the key elements of the guarantee agreement, and further provide examples to illustrate the guarantee mechanism as well as the method of calculation for potential returns in excess of the guaranteed amount.
20.Whether there is distribution of gains.
21.Criteria for determining what constitutes short-swing trading and the charge of relevant fees, and further the following statement: "The fund does not welcome beneficial owners who intend to engage in short-swing trading."
22.The documentation that the futures trust enterprise might request from subscribers for anti-money laundering purposes and the circumstances in which it might refuse subscription requests.
Article 13
The "nature of the futures trust fund" item shall include the following information:
1.Establishment of the futures trust fund and its legal basis.
2.The contractual relationship created under the futures trust deed.
3.In case of any follow-on offering of the futures trust fund, a description of the status of the issue at the time the fund was established and of each subsequent follow-on issue.
Article 14
The " trading and investments of the futures trust fund" item shall include the following information:
1.Trading and investment policies and scope of the futures trust fund, covering the categories in which the fund engages in futures trading and invests in futures-related spot instruments, and the proportion of net assets allocated to such trading and investment, as well as the maximum leverage multiplier projected to be applied in the conduct of futures trading.
2.The decision-making process by which the futures trust enterprise determines the use of the assets of the futures trust fund for trading and investment purposes, and the fund manager's name, major work experience and educational background, as well as discretions. If the fund manager of the futures trust fund also manages other funds, disclose the names of those other funds and the measures adopted to prevent conflict of interest.
3.Limitations on the use of the assets of the futures trust fund.
4.Principles and methods for handling the exercise of voting rights when the futures trust fund participates in the shareholders meetings of stock-issuing companies.
5.Principles and methods for handling the exercise of voting rights when a futures trust fund-of-funds participates in the beneficial owner meetings of its sub-funds.
6.If the futures trust enterprise conduct transactions to hedge the risks associated with the foreign currency receipts and disbursements of the futures trust fund, a detailed description of the hedge strategies.
7.If the futures trust fund invests in stocks or funds on foreign markets, the futures trust enterprise shall state the principles and methods for coordinating the fund's attendance at the meetings of shareholders (or beneficial owners) of the issuing company of the foreign stock (or fund) in which the fund invests.
8.If the futures trust enterprise grants discretionary powers to other professional institutions to use the assets of the futures trust fund to engage in trading or investment, an indication of the following shall be made:
A.The criteria for selecting professional institutions, the percentage of funds (assets) allocated to each such professional institution, the custodian(s) holding the allocated funds (assets), and the total fees paid to these professional institutions.
B.The fundamental policies and scope for the professional institutions to use the assets of the futures trust fund to engage in trading or investment.
9.If the futures trust fund is of any of the following types, include further statements as follows:
A.For a principal protection futures trust fund:
a.The estimated percentage of investing in fixed-income instruments and of engaging in futures trading, the credit ratings and maturity dates of the fixed-income instruments under investment, the issuers of the instruments and futures trading contracts, and the counterparties.
b.In the case of a capital protected futures trust fund that has no guarantor, an indication shall be made that the fund is not guaranteed by a guarantor, but achieves the function of principal protection through the use of various investment tools.
B.For an umbrella futures trust fund: separately describe each subfund's investment scope and main distinctive features, and compare their differences and similarities. For required information that is common to all subfunds, the information need not be repeated, but instead a note may be used indicating that the information is the same for each subfund; for required information that is different for each subfund, the information shall be presented separately and their differences compared.
C.For a futures trust fund denominated in a foreign currency: state the currency in which the fund is denominated and that all receipts and payments of the subscription and redemption prices are made in that currency.
D.For an exchange-traded futures trust fund:
a.How the index is constructed and the operating strategies used by the management company to track, simulate, or replicate the performance of the index, including the portfolio rebalancing strategies, and, when the fund invests in a representative sample of components in the index, the sampling and operating strategies used to cause the sample to closely reflect the overall characteristics of the index.
b.A comparison showing the difference in performance between the fund and the benchmark index, with a clear description of the definitions and calculation formulas for the comparison.
c.The risk monitoring and control measures as disclosed under Article 39, paragraph 2 of the Regulations Governing Futures Trust Funds.
Article 15
The "risk factors" item shall include at least the following information:
1.Risk of engaging in futures trading.
2.Risk of futures trading contracts that involve an excessive concentration in one single underlying commodity or financial instrument.
3.Business cycle risk.
4.Liquidity risk.
5.Risk associated with foreign exchange controls and exchange rate fluctuations.
6.Risk associated with changes in the political, economic, and regulatory conditions of the geographical areas in which the fund makes investment.
7.Counterparty and guarantor credit risk.
8.Risk associated with the grant of discretionary powers to professional institutions for the execution of futures trading or investments.
9.Other risk associated with investment instruments or specific investment strategies.
10.Risk of trading in futures-related spot instruments.
11.Risk associated with the lending of held securities.
12.Other risks.
Article 16
The "distribution of gains" item shall include the following information:
1.Distribution items.
2.Timing of distributions.
3.Method of payment.
Article 17
The "subscription for beneficial certificates" item shall include the following information:
1.Subscription procedure, location, and deadline.
2.Calculation and method of payment of the subscription price.
3.Delivery of the beneficial certificates.
4.Procedure to be followed in the event that the futures trust enterprise does not accept subscription requests or that the futures trust fund is not successfully established.
Article 18
The "redemption of beneficial certificates" item shall include the following information:
1.Redemption procedure, location, and deadline.
2.Calculation of the redemption price.
3.Timing and method of payment of the redemption price.
4.Procedure for effecting registry or book-entry operations.
5.Circumstances in which the payment of the redemption price may be subject to delay.
6.Circumstances in which redemption requests may be withdrawn.
Article 19
The "rights and fees undertaken by beneficial owners" item shall include the following information:
1.The various rights to which the beneficial owners are entitled.
2.The various fees and expenses payable by the beneficial owners and how these fees and expenses are calculated and to be paid, as well as the profit amount and percentage the futures trust fund must realize for the beneficial owners to reach the break-even point of their investment (Table 1).
3.The various taxes to be borne by the beneficial owners and how these taxes are calculated and to be paid.
4.Matters related to beneficial owner meetings:
A.Circumstances in which meetings are convened.
B.Procedure for convening meetings.
C.Methods by which resolutions are passed.
Article 20
The "information disclosure of the futures trust fund" item shall include the following information:
1.The information required by laws and regulations or by the futures trust deed to be disclosed.
2.If the net asset value of the futures trust fund for the prior business day cannot be published on each business day, the calculation of the net asset value and the reasonableness thereof shall be disclosed.
3.How the information is disclosed and published and how to obtain the information.
4.If the futures trust enterprise applies to offer an exchange-traded futures trust fund, specify the methods or channels by which investors may obtain the most up-to-date information on the fund, such as changes in index composition and comparisons of the differences in performance between the fund and the index, and other important information.
Article 21
Except as otherwise provided by law or regulation, a prospectus for a follow-on offering of a futures trust fund, or a quarterly updated prospectus for a futures trust fund, shall include the following information on the use of the assets of the fund:
1.Trading and investments: present the following information on the futures trust fund as of the end of the month preceding the prospectus printing date:
A.The composition of total net assets, stated in dollars and as a percentage (Table 2).
B.The categories in which the futures trust fund engages in futures trading and invests in futures-related spot instruments, and the proportion of net assets allocated to such trading and investments (Table 3).
C.If the futures trust fund invests 1% or more of its total net asset value in any single stock, indicate the name, number of shares, and market price per share of the stock, and the dollar amount and ratio of the investment (Table 4).
D.If the futures trust fund invests 1% or more of its total net asset value in any single bond, indicate the name of the bond and the dollar amount and ratio of the investment (Table 5).
E.If a futures trust fund-of-funds invests 1% or more of its net asset value in any singe sub-fund, indicate the sub-fund's name, management company, fund manager, management fee rate, custodian fee rate, number of beneficial units, net asset value per unit, and the number of beneficial units in which the fund invests, the investment ratio, and the time period for payment of the redemption price.
2.Trading and investment performance:
A.With respect to the futures trust fund's total net assets and the net asset value per unit, indicate the highest, lowest, and year-end figures for each of the most recent 3 fiscal years, as well as the month-end figures for each month of the fiscal year in which the prospectus is printed (Table 6).
B.Indicate the dollar amount of income distributed by the futures trust fund for each of the most recent 3 fiscal years.
C.Indicate the futures trust fund's cumulative rate of return on net asset value, current as of the end of the quarter preceding the prospectus printing date, for the most recent 3 months, 6 months, 1 year, 3 years, 5 years, and 10 years, as well as since inception (Table 7 for details of the formula for rate of return). For an exchange-traded futures trust fund, additionally provide a comparison showing the difference in performance between the fund and the benchmark index.
3.Include the CPA audit reports, balance sheets, statements of transactions and investments, reports of revenues and expenses, statements of distributable income, statements of changes in capital accounts, together with footnotes and other related schedules, of the futures trust fund for each of the most recent 2 fiscal years.
4.Indicate, for the most recent fiscal year and for the quarter preceding the prospectus printing date, the top five futures commission merchants receiving the highest commissions from the futures trust fund for executing its buy/sell orders, specifying the name of, the total number of contracts specified in the buy/sell orders executed by, and total amount of commissions paid to each such futures commission merchant. If any of these futures commission merchants is a beneficial owner of the futures trust fund, also disclose the number and ratio of beneficial units it holds in the fund. (See Table 8.)
5.If the futures trust fund is rated by a credit rating agency, disclose the credit rating agency's rating report on the futures trust fund.
6.Other matters for which disclosure is required.
Article 22
The "key elements of the futures trust deed" item shall include the following information:
1.Name of the futures trust fund, name of the futures trust enterprise, name of the fund custodian (or name of the trust supervisor, in the case of a trust enterprise that concurrently operates a futures trust enterprise and that has obtained approval from the competent authority to keep assets of the fund in its own custody), name of the guarantor if the futures trust fund is a guaranteed fund, and the duration of the futures trust fund.
2.Total face value and total number of beneficial units.
3.Issue of beneficial certificates.
4.Subscription for beneficial certificates.
5.Conditions for successful or unsuccessful establishment of the futures trust fund.
6.Assets of the futures trust fund.
7.Fees and expenses payable by the futures trust fund.
8.Rights, obligations, and liabilities of beneficial owners.
9.Rights, obligations, and liabilities of the futures trust enterprise, including disclosures stating that the beneficial owners of the futures trust fund are liable only to the extent of the subscription price paid at subscription; that if the futures trust fund incurs losses in excess of its net asset value, the excess losses shall be born by the futures trust enterprise; that if the futures trust enterprise grants discretionary powers to another professional institution to use the assets of the futures trust fund to engage in trading or investment, it shall be liable for any damage incurred to the futures trust fund that arises from any act of intent or negligence in connection with the appointment of or any instruction given to the appointed professional institution; and that if it delegates any of its liabilities and obligations under the trust deed to an appointed professional institution, it shall be liable for any act of intent or negligence of the appointed financial institution or of any employee thereof as if it were the futures trust enterprise's own act of intent or negligence, and also be liable for any damage to the assets of the futures trust fund so incurred.
10.Rights, duties, and liabilities of the fund custodian, including a statement that the fund custodian shall be liable for any act of intent or negligence by any of its agents, representatives, or employees in performing any obligations under the futures trust deed, as if it were the fund custodian's own act of intent or negligence (or a statement on the rights, obligations, and liabilities of the trust supervisor, in the case of a trust enterprise that concurrently operates a futures trust enterprise and that has obtained approval from the competent authority to keep the assets of the futures trust fund in its own custody).
11.Rights, obligations, and liabilities of the guarantor, if the futures trust fund is a principal guaranteed fund.
12.Fundamental policies and scope for the assets of the futures trust fund to be used in futures trading and investment in futures-related spot instruments.
13.Distribution of gains.
14.Redemption of beneficial certificates.
15.Calculation of the net asset value of the futures trust fund and the net asset value per beneficial unit.
16.Replacement of the futures trust enterprise.
17.Replacement of the fund custodian (or trust supervisor, in the case of a trust enterprise that concurrently operates a futures trust enterprise and that has obtained approval from the competent authority to keep the assets of the futures trust fund in its own custody).
18.Termination of the futures trust deed.
19.Liquidation of the futures trust fund.
20.Register of beneficial owners.
21.Meetings of beneficial owners.
22.Notifications and public announcements.
23.Amendment of the futures trust deed.
Article 23
The "overview of the futures trust enterprise" item shall include the following information:
1.Profile of the enterprise, specifying:
A.Date of establishment.
B.Process of capital formation over the most recent 3 years (Table 9).
C.Lines of business.
D.History, indicating, for the most recent 5 fiscal years, any fund offered, branch or subsidiary established, share transfer or change of director, supervisor or major shareholder, change of control, and any other important event.
2.Enterprise organization, indicating the following information on the futures trust enterprise as of the end of the month preceding the prospectus printing date:
A.Distribution of equity ownership:
a.Shareholder structure, specifying the composition percentage of each class of shareholders (Table 10).
b.Register of major shareholders, indicating the name of each shareholder having a shareholding of 5% or more, and the number and percentage of the shares held (Table 11).
B.Organizational system, indicating the organizational structure of the futures trust enterprise, the type of business operations conducted by each principal department (or, in the case of an enterprise that concurrently operates the futures trust enterprise, by the department that is responsible for its concurrent operation of the futures trust enterprise), and the number of staff members.
C.Names of the futures trust enterprise's general manger, vice general managers, and division heads (or, in the case of an enterprise in another line of business, the head of the department that is responsible for its concurrent operation of the futures trust enterprise), the dates they assumed their duties, the number and percentage of shares they hold in the enterprise, their major work experience and/or educational background, and, if applicable, any concurrent positions they hold at another company at the time (Table 12).
D.Names of directors and supervisors and their election dates, terms of office, number and percentage of shares held in the futures trust enterprise at the time of election and at the present time, and major work experience and/or educational background (Table 13).
3.Interested company disclosure, identifying any company having any of the following relationships with the futures trust enterprise as of the end of the month preceding the prospectus printing date:
A.A company that has a relationship with the futures trust enterprise as set out in Chapter VI-I of the Company Act.
B.A director or supervisor of the futures trust enterprise, or a shareholder with a combined shareholding of 5% or more in the futures trust enterprise.
C.A director, supervisor, or managerial officer of the futures trust enterprise, or a shareholder with a combined shareholding of 5% or more in the futures trust enterprise, who is also a director, supervisor, managerial officer, or a shareholder holding 10% or more of the total number of issued shares of the given company, or who is the spouse of such a person (Table 14).
4.Operating status:
A.Indicate the name, date of establishment, number of beneficial units, amount of net assets, and net asset value per unit, of any other fund managed by the futures trust enterprise, current as of the end of the month preceding the date of printing (Table 15).
B.Include the CPA audit reports, balance sheets, statements of comprehensive income, and statements of changes in shareholders' equity of the futures trust enterprise for the most recent 2 fiscal years.
5.Penalties received, indicating the time and details of any disciplinary action or official reprimand received by the futures trust enterprise from the competent authority during the most recent 2 years.
6.Litigious or non-litigious events, indicating, if there is any material case pending in a litigious, non-litigious, or administrative contentious proceeding by or against the futures trust enterprise, the result of which is likely to materially affect the interests of the beneficial owners, the facts in contention, the monetary value of the subject matter, date on which the proceeding commences, principal parties involved, and current status of the proceeding.
Article 24
The "special disclosures" item shall include the following information:
1.A written statement that the futures trust enterprise is in compliance with the Self-Regulatory Agreement for Members of the Chinese National Futures Association.
2.A Statement on Internal Control (SIC) of the futures trust enterprise.
3.The futures trust enterprise shall specify the following information regarding its corporate governance practices:
A.Structure and independence of the board of directors.
B.Duties of the board of directors and managerial officers.
C.Composition and duties of the supervisors.
D.Rights and relationship of interested parties.
E.Details regarding matters required to be disclosed by regulations.
F.Other information relevant to corporate governance.
4.A chart showing a comparison between the content of the trust deed for the futures trust fund of the present issue and that of the model futures trust deed issued by the Chinese National Futures Association.
5.Other information required by the competent authority as a matter of special disclosure.
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