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

Print Time:2024/11/24 18:33
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Chapter Law Content

Chapter III Concurrent Operation of Securities Investment Trust Business
Section II Securities Investment Consulting Enterprises
Article 23
A SICE meeting the following conditions may apply to concurrently operate securities investment trust business, provided, however, that such an application may not be made if the securities investment consulting business is operated on a concurrent basis by an enterprise in another line of business:
1.Has been in operation for at least a full 3 years.
2.Has paid-in capital of no less than NT$300 million.
3.Has one or more shareholders meeting the qualification requirements in Article 8, with a shareholding or combined shareholding of no less than 20% of the total issued shares.
4.Has net worth per share of not less than par value, as shown in the CPA-audited and certified financial report for the most recent period.
5.Has not, during the last 3 months, for any reason related to its conduct of securities investment analysis or futures research and analysis activities, been subject to any action of official reprimand by the FSC pursuant to the SITC Act, or any action of warning, imposition of breach penalty, suspension of membership entitlements in part or in full, or revocation or suspension of membership by the SITCA or the Chinese National Futures Association (CNFA) pursuant to its self-regulatory rules.
6.Has not, during the last half year, been sanctioned under Article 103, subparagraph 1 of the SITC Act, Article 66, subparagraph 1 of the Securities and Exchange Act, or Article 100, paragraph 1, subparagraph 1 of the Futures Trading Act.
7.Has not, during the last two years, been sanctioned under Article 103, subparagraphs 2 to 5 of the SITC Act, Article 66, subparagraphs 2 to 4 of the Securities and Exchange Act, or Article 100, paragraph 1, subparagraphs 2 to 4 of the Futures Trading Act.
If a SICE has been subject to a sanction or action under any of subparagraphs 5 to 7 of the preceding paragraph and has been ordered to achieve improvement, but has failed to effect concrete improvement by the time it applies to concurrently operate securities investment trust business, the FSC may deny its application.
Article 24
Article 73 of the SITC Act shall apply to a SICE concurrently operating securities investment trust business.
Article 25
A SICE concurrently operating securities investment trust business shall set up an internal audit department. The same does not apply, however, if the SICE has already set up an internal audit department for the discretionary investment business it operates.
Article 26
A SICE intending to concurrently operate securities investment trust business shall apply to the FSC for permission by filling out and submitting an application form, together with the following documents:
1.A business plan, specifying, with respect to the concurrently operated securities investment trust business: operational principles; internal organization and segregation of duties; planning for issuance of securities investment trust funds through public offering or private placement, and for business development, for the coming 2 years; personnel recruitment and training; and general description of premises and facilities.
2.Minutes of the relevant board of directors meetings, showing the resolution to concurrently operate securities investment trust business.
3.A register of directors and supervisors.
4.Documentary proof for shareholder qualifications complying with Article 8.
5.Written statement(s) that none of the circumstances in Article 73 of the SITC Act exists with respect to any shareholder holding 5% or more of the total issued shares.
6.The CPA-audited and certified financial report for the most recent period. If at the time of application 6 months have already elapsed since the beginning of the fiscal year, a CPA-audited and certified financial report for the first half-year shall be additionally submitted.
7.A written statement that the application form and its attachments contain no misrepresentations or nondisclosures.
The SICE may simultaneously apply for a branch unit to provide support in the public offering, sale, and private placement of beneficial certificates.
Article 27
A SICE that applies to concurrently operate securities investment trust business shall, within 6 months from the day the FSC grants permission, apply to the FSC for re-issuance of a business license by filling out and submitting an application form, together with the following documents:
1.Documentary proof of amendment to company registration.
2.Documentary proof of qualifications showing that the chairperson and general manager meet the qualifications set out in the Regulations Governing Responsible Persons and Associated Persons of Securities Investment Trust Enterprises.
3.A register of qualified department supervisors and associated persons of business departments, issued by the SITCA after reviewing their qualifications, together with documentary proof of their qualifications.
4.Written statement(s) that none of the circumstances in Article 68, Article 73, and Article 78, paragraph 3 of the SITC Act exists with respect to any director or supervisor.
5.If a director or supervisor is a juristic person, a written statement that none of the circumstances in Article 68 of the SITC Act exists with respect to any representative or designated representative exercising duties on its behalf.
6.Written statement(s) that none of the circumstances in Article 68 and Article 78, paragraph 3 of the SITC Act exists with respect to any managerial officer or department supervisor.
7.Written statement(s) that none of the circumstances in Article 68 of the SITC Act exists with respect to any associated person.
8.Written statement(s) that all managerial officers, department supervisors, and associated persons are hired as full-time staff.
9.The CPA-audited and certified financial report for the most recent period. The report is not required, however, if it covers the same period as that covered by the financial report submitted in the application for permission.
10.A written description of the internal control system for the concurrently operated securities investment trust business, and an unqualified audit opinion letter issued by a CPA.
11.A written statement that the application form and its attachments contain no misrepresentations or nondisclosures.
The internal control system referred to in subparagraph 10 of the preceding paragraph shall set out precautionary procedures and risk segmentation mechanisms to prohibit and prevent the occurrence of any conflict of interest with beneficial owners or customers or any act prejudicial to the rights or interests of beneficial owners or customers, in connection with codes of conduct, and rules governing concurrent appointment, of responsible persons and associated persons, information sharing, sharing of operating facilities or premises, or advertising, public informational meetings, and other business promotion activities.
The permission granted to the SICE for such concurrent operation shall be revoked if the SICE fails to apply for re-issuance of a SICE business license within the period set out in paragraph 1. Notwithstanding the foregoing, if there is legitimate reason, application may be filed with the FSC before expiration of that period for a maximum extension of 3 months, one time only.
The SICE may not commence such business operation unless and until it has submitted a filing with the SITCA for recordation.
Article 28
Upon an application by a SICE to concurrently operate securities investment trust business, the FSC may deny permission in any of the following circumstances:
1.Any violation of Article 68, Article 73, or Article 78, paragraph 3 of the SITC Act with respect to any responsible person or department supervisor.
2.Noncompliance with Article 23, paragraph 1, subparagraph 3.
3.The business plan, or the system of internal controls over the concurrently operated securities investment trust business, is not concrete enough or cannot be effectively implemented.
4.There is likelihood that its professional competence is insufficient for sound and effective operation of the concurrently operated securities investment trust business, or denial of permission is otherwise deemed necessary to protect the public interest.
5.The application documents are found to contain any misrepresentation.
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