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Chapter Law Content

Title: Regulations Governing Securities Investment Trust Enterprises CH
Category: Financial Supervisory Commission(金融監督管理委員會)
Chapter 4 Investment in foreign and mainland China enterprises
Article 24-1
A SITE or a subsidiary thereof that invests in a mainland China area securities investment fund management company shall do so in accordance with the provisions of the Regulations Governing Permission and Administration of Securities and Futures Business Dealings and Investment Between the Taiwan Area and the Mainland Area.
Article 25
Except where otherwise provided by law or regulation, a SITE investing in a foreign enterprise(s) shall comply with each of the following conditions:
1. The SITE shall have been in operation for a full 2 years.
2. The SITE shall have received no disposition pursuant to Article 103, subparagraph 1 of the Trust and Consulting Act or Article 66, subparagraph 1 of the Securities and Exchange Act within the preceding 3 months.
3. The SITE shall have received no disposition pursuant to Article 103, subparagraphs 2 or 3 of the Trust and Consulting Act or Article 66, subparagraph 2 of the Securities and Exchange Act within the preceding half year.
4. The SITE shall have received no disposition pursuant to Article 103, subparagraph 4 of the Trust and Consulting Act or Article 66, subparagraph 3 of the Securities and Exchange Act within the preceding year.
5. The SITE shall have received no disposition pursuant to Article 103, subparagraph 5 of the Trust and Consulting Act or Article 66, subparagraph 4 of the Securities and Exchange Act within the preceding 2 years.
6. The SITE shall have a net worth per share not lower than the par value as evidence by the CPA audited and attested financial report for the preceding period.
7. The total amount invested by a SITE in foreign enterprises and mainland China area securities investment fund management companies may not exceed 40 percent of the net worth of the SITE, provided that this restriction does not apply where there are special circumstances necessitating ad hoc approval.
When a SITE has been in non-conformance with the provisions of any of subparagraphs 2 through 5 of the preceding paragraph but has made concrete improvement with respect to its violation and the improvement has been recognized by the FSC, the provisions of the respective subparagraph do not apply.
Article 26
A SITE applying to invest in a foreign enterprise shall fill out an application form to be submitted with the following documents for approval by the FSC:
1. The minutes of the directors' or shareholders' meeting.
2. A CPA audited and attested financial report for the preceding period.
3. An investment plan outlining the following matters:
A. Investment plan: To include investment objectives and expected returns; source of funds and plan for utilization; operations plan; and capital recovery plan. For investment in a holding company, a reinvestment plan shall also be submitted.
B. Business management plan: To include the company's location; capitalization; profiles of other chief promoters or shareholders; business management; lines of business; and principles of business management.
C. Financial forecasts for the forthcoming 2 years.
4. For a newly established company or an invested company, articles of incorporation or an equivalent document.
5. The relevant regulatory statutes or self-regulatory agreements in the country of investment.
6. A list detailing all invested enterprises as of the date of application.
7. Other documents required by the FSC.
A SITE shall submit documents for recordation with the FSC evidencing actual investment within 6 months from the date of receiving approval for investment in a foreign enterprise.
Regarding investments under paragraph 1 of this article for which the SITE has received approval from the FSC, if the SITE furthermore meets the qualification requirements set out in paragraph 1, subparagraphs 2 to 5, or paragraph 2, of the preceding article, it may submit the documents set out in subparagraphs 1, 3, 4, and 6 of paragraph 1 of the present article to apply to the FSC for approval of an increase in the amount of investment in the foreign enterprise.
Article 26-1
If any of the following circumstances occurs in connection with any investment by a SITE in a foreign enterprise as approved by the FSC, the SITE shall report the reasons to the FSC along with relevant documentation:
1. Change in business items or material operating policies.
2. Change in the original shareholding ratio of the SITE or its subsidiary.
3. Making of any material equity investment.
4. Dissolution or suspension of operations.
5. Change in the name of the enterprise.
6. Merger with another enterprise, or assignment to or receipt of assignment from another of all or a major part of assets or operations.
7. Occurrence of reorganization, liquidation, or bankruptcy.
8. Occurrence or foreseeable occurrence of any instance of material loss.
9. Material violation of law or regulation or voidance or revocation of the business permit or registration by a competent authority.
10. Occurrence of litigation or other material event.
For any circumstance under subparagraphs 1 to 7 of the preceding paragraph, unless otherwise provided by the FSC, the SITE shall report to the FSC in advance. For any circumstance under subparagraphs 8 to 10 of the preceding paragraph, the SITE shall report to the FSC within 3 days from the day on which it becomes aware of the circumstance or on which the circumstance occurs.
Article 27
(deleted)
Article 28
Unless otherwise provided by the FSC, a SITE that has made an equity investment in any foreign enterprise(s) or mainland China enterprise(s) as approved by the FSC shall do the following:
1. Submit to the FSC, within 6 months after the end of the investee enterprise's business year, the annual financial reports of the investee enterprise.
2. Submit to the FSC, within 15 days after the end of each quarter, an operations report on the investee enterprise, including status of operations, revenues and expenditures, and an efficiency assessment.
3. Submit to the FSC, by the 10th day of each month, a report on the business and financial information and operational status of the investee enterprise for the preceding month.
4. Report the basic company information of the investee enterprise through the information reporting system designated by the FSC, and scrupulously update the information in the event of any change thereto.
5. Submit any other information or documentation as required by the FSC.
A SITE having received approval for investment in a foreign or mainland China enterprise shall file for FSC recordation any evidentiary documents it receives for outward remittance of funds, registration, or amended registration for the invested foreign securities enterprise within 5 days of their receipt.
The outward remittance of funds referred to in the preceding paragraph shall be subject to FSC approval and remitted in compliance with the Act for Regulation of Foreign Exchange and related provisions.