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

Print Time:2024/11/25 19:08
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Chapter Law Content

Title: Financial Asset Securitization Act CH
Category: Financial Supervisory Commission(金融監督管理委員會)
Chapter II: Special Purpose Trust
Section II: Issuance and Transfer of Beneficiary Securities
Article 15
The Trustee may issue Beneficiary Securities with various types and durations in accordance with the assets trust securitization plan.
After the Beneficiary Securities have been paid off, the remaining property in the Asset Pool shall be distributed to the Residual Beneficiary in accordance with the assets trust securitization plan.
Article 16
Before the issue, the Beneficiary Securities shall be serialized, contain the following items, bear the signature and/or seal of the representative of the Trustee, and be certified by a certification agency:
1. annotations expressly stating that it is a SPT Beneficial Security;
2. issue date and maturity date;
3. total issue amount;
4. reference number and date of the letter confirming that the issue of Beneficiary Securities has been approved by or effectively registered with the competent authority;
5. names and addresses of the Originator and the Trustee;
6. names or titles of the beneficiaries;
7. Principal Holding, Profits Holding, priority of distribution, duration and other beneficial interests of the Beneficiary Securities;
8. duration of the SPT contract;
9. matters regarding reimbursement of expenses and damage compensation to the Trustee;
10. the Trustee's remuneration and its variety, calculation method, and payment timing and method;
11. if the transferees of the Beneficiary Securities are limited, the content and effect of such limitations;
12. the limitations on the exercise of the beneficiary's rights set forth in the SPT contract; and
13. other items as required by the competent authority.
The provisions of the Rules Governing Certification of Corporate Stock and Bond Issued by Public Companies shall apply mutatis mutandis to the certification of the Beneficiary Securities as referred to in the preceding paragraph.
Article 17
When conducting a public offering of Beneficiary Securities to non-specific people in accordance with the asset trust securitization plan, the Trustee shall provide a pubic prospectus to the subscriber or purchaser in a form prescribed by the competent securities authority.
When making the public offering described in the preceding paragraph, the Trustee shall apply for an approval from or file an effective registration with the competent securities authority. The public offering guidelines and the content of the prospectus shall be promulgated by the competent securities authority after consultation with the competent authority.
If the Trustee issues Beneficiary Securities to specific people through private placement, the Trustee shall provide an investment memorandum to the subscriber or purchaser in accordance with the methods prescribed by the competent authority, and shall annotate so on the Beneficiary Securities with conspicuous language and state so in other relevant documents provided to the subscriber or purchaser.
The scope of the specific people, the content of the investment memorandum, and the restriction on the transfer of Beneficiary Securities as referred to in the preceding paragraph shall be further prescribed by the competent authority.
paragraphs 1 and 2 shall apply mutatis mutandis, where the specific people sell the held Beneficiary Securities through a public offering to non-specific people.
In addition to the requirements of the competent securities authority or the competent authority, the content of the prospectus as referred to in paragraph 1 or the investment memorandum as referred to in paragraph 3 shall completely disclose the following matters:
1. the Beneficiary Securities are irrelevant to the deposit with the Originator or any of its debts, and are not protected by the deposit insurance of the Central Deposit Insurance Corporation;
2. the Trustee does not guarantee the value of the trust property;
3. the relevant rights and potential investment risks of the holders of the Beneficiary Securities; and
4. critical items of the SPT contract.
Article 18
Except for Residual Beneficiaries, the exercise or transfer of beneficial interests in a SPT shall be made against the Beneficiary Securities evidencing such beneficial interest.
Article 19
Beneficiary Securities shall be in registered form and the transfer thereof shall be made in endorsement. Such transfer shall not be held valid against the Trustee, unless the Trustee has been informed of the name or title and address of the transferee.
The transfer of the Beneficiary Securities shall not be held valid against any third party, unless the name or title of the transferee has been recorded on the Beneficiary Securities.
If the Beneficiary Securities are issued and delivered through a book-entry system, no physical securities are required to be printed, and the transfer, settlement of trades and pledge thereof shall be handled in accordance with the relevant provisions of the Securities and Exchange Act or the Act Governing Bills Finance Business.
Article 20
The Trustee shall arrange a list of beneficiaries and record the following items thereon:
1. names or titles, domiciles or residences of the beneficiaries;
2. types of the beneficial interests of each beneficiary and his/her respective Principal Holding and Profits Holding;
3. serial numbers of the Beneficiary Securities; and
4. date of the acquisition of the Beneficiary Securities.
With regard to computerized or other electronic recordation, the information described in the preceding paragraph may be supplemented by attached tables.
Article 21
The transferee of the Beneficiary Securities succeeds to the rights and obligations of the trustor of the SPT based on the Principal Holding evidenced by such Beneficiary Securities, unless otherwise provided in the SPT contract in terms of obligations.
Article 22
When the Beneficiary Securities are lost, the beneficiary may apply to commence public summons procedures.
After commencing public summons procedures, the applicant may provide appropriate security and request the Trustee to perform its obligations under such Beneficiary Securities.
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