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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 5 Merger
Article 29
Except where otherwise provided by the Financial Institution Merger Act, the Business Mergers and Acquisitions Act, or other relevant laws and regulations, a SITE that applies for a merger shall comply with the following conditions:
1. The CPA audited and attested financial report for the preceding period shall show a net worth per share not lower than par value.
2. Securities investment trust funds for which net asset value per unit is below par value may not exceed one-half the total number of funds managed by the given SITE.
3. The SITE shall have received no disposition pursuant to Article 103, subparagraphs 2-5 of the Trust and Consulting Act or Article 66, subparagraphs 2-4 of the Securities and Exchange Act within the preceding half-year period, provided that this restriction shall not apply when the SITE has made concrete improvement with respect to its violation and the improvement has been recognized by the FSC.
4. There shall have been no large-volume changes in the shareholdings of any director, supervisor, or shareholder with holdings of five percent or more of the total outstanding shares of the enterprise within the preceding 1-year period.
When a SITE applying for merger is out of compliance with the above provisions, the FSC may issue an ad hoc approval based on an overall consideration of factors such as sound securities market development and the SITE's competitive status.
Article 29-1
When a SITE applies to merge with a SICE, in addition to complying with the Financial Institution Merger Act, Business Mergers and Acquisitions Act, and other provisions as provided by law, both companies participating in the merger shall also comply with the following provisions:
1. Having a net worth per share not lower than par value in the CPA-audited and attested financial report for the most recent period.
2. Having received no disposition under Article 103, subparagraphs 2 to 5 of the Trust and Consulting Act, Article 66, subparagraphs 2-4 of the Securities and Exchange Act, or Article 100, subparagraphs 2 through 4 of the Futures Trading act in the preceding half year, provided that this restriction shall not apply when the SITE has made concrete improvement with respect to its violation and the improvement has been recognized by the FSC.
3. The SITE shall meet the requirements for applying to concurrently operate securities investment consulting business as set forth in the Standards Governing the Establishment of Securities Investment Consulting Enterprises
For a SITE that applies to merge with a SICE but is not in compliance with the provisions of the preceding paragraph, the FSC may grant ad-hoc approval based on an overall consideration of factors such as sound development of the securities market and the SITE's competitiveness.
Article 30
When a SITE undergoes merger, or merges with a SICE, the companies participating in the merger shall publicly announce the content of the resolution and the particulars to be stated in the merger agreement within 2 days of the merger date, and report related merger information to the FSC.
The "date of merger" referred to in the preceding paragraph shall be the earliest date on which a resolution of a board of directors is passed, a merger agreement is signed, or any other act takes place sufficient to confirm intent to merger.
After information regarding a SITE merger or a SITE merger with a SICE has been made public, if there is subsequently any objective factual occurrence indicating that the merger cannot be consummated, a public announcement shall be made and the related information reported to the FSC within 2 days from the date of such factual occurrence.
Article 31
(Deleted)
Article 32
When a SITE applies for merger, or a SITE applies to merge with a SITE, it shall fill out an application form to be submitted along with the following documents for FSC approval:
1. Records of deliberations on merger and passage of the relevant resolution at the board of directors' or shareholders' meetings of the participating companies.
2. Merger agreement:in addition to the content required under Article 8, paragraph 2 of the Financial Institution Merger Act, for a merger of a SITE and a SICE, it shall also contain measures to protect the rights and interests of the SICE's customers.
3. Supporting documents showing announcement (notification) of the content of the merger resolution and of the required contractual clauses.
4. Financial reports of the participating companies, CPA audited and attested, for the preceding 2 fiscal years.
5. Pro forma consolidated balance sheets for the record date of calculation of the share conversion ratio and a copy of CPA audited and attested financial reports for the same day for the participating companies.
6. An opinion statement on the reasonableness of the share exchange ratio in the given merger (including the reasonableness of the methods of evaluation underlying calculation of the share exchange ratio) from an independent expert.
7. Merger plan: set out any post-merger adjustment to organizational structure and place of business, post-merger business strategy and policy, projected merger progress and schedule, projected benefit and financial forecast for the next 2 years, the feasibility, necessity, and reasonableness of the plan content, a post-merger consolidation plan for securities investment trust fund management, and measures to protect the rights and interests of beneficiaries and existing SICE customers.
8. A photocopy of the relevant competent authority's letter of approval (applicable only in cases where the Fair Trade Act requires such approval for a combination of enterprises).
9. A list of shareholders requesting subscription to shares and the amounts of their membership capital.
10. Assessment opinion by a lawyer regarding the legality of the merger.
11. A declaration that the application form and attached documents contain no concealment or misrepresentation.
When applying for merger, a SITE may simultaneously apply for issuance of new shares in connection with the merger.
When a SITE applies for a permit to concurrently conduct securities investment consulting business, it may simultaneously apply to merge with a SICE, and may simultaneously submit an application to issue new shares due to merger.
Article 33
(Deleted)
Article 34
(Deleted)
Article 35
Following a SITE's merger, securities investment trust funds originally under its management shall be handled according to the following provisions:
1. For open-ended securities investment trust funds originally under the SITE's management, merger or other appropriate disposition shall be considered for funds highly similar in nature.
2. For closed-end funds originally managed by the non-surviving company, a beneficiaries' meeting shall be convened to report the facts of the merger and its possible effects, and to discuss continued management of the funds by the surviving company, or, in the event consent is not obtained at the beneficiaries' meeting, an alternative disposition of the funds.
3. For special covenants stated in the prospectus or other public document for the offering of closed-end funds originally managed by the SITE, if assessment shows the inability to fulfill those covenants along with a resulting material effect on beneficiary rights and interests, additional provisions shall be added for the given fund allowing periodic redemption by beneficiaries.
Article 36
When a SITE merger would result in securities held by a securities investment trust fund under the SITE's management becoming the securities of an interested-party company, then after its public disclosure of merger-related information, the SITE may not increase holdings of those securities except as results from the issuance of bonus shares, and shall rectify the situation within a 2-year period.
When a SITE merger would result in the total amount invested in a given security by its managed funds exceeding the ratio set out in the Regulations Governing Securities Investment Trust Funds, then after its public disclosure of merger-related information, the SITE may not increase holdings of that security except as a result of the issuance of bonus shares, and shall effect compliance within a 2-year period.