Chapter Four Issue, Delivery and Transfer of Beneficial Securities, Beneficiaries’meetings
Section One Issue, Delivery and Transfer of Beneficial Securities
Before the issuance or delivery, the Beneficial 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 REIT or REAT Beneficial Securities;
2. issuance or delivery date and maturity date;
3. total issuance amount;
4. name or title of the trustor of the REAT;
5. name and address of the Trustee;
6. names or titles of the beneficiaries;
7. content of rights evidenced and other relevant matters;
8. duration of the trust 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. where the transferees of the Beneficial Securities are limited, the content and effect of such limitations;
12. the limitations on exercise of the beneficiaries’ rights; and
13. other matters 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 Beneficial Securities as referred to in the preceding paragraph.
The exercise and transfer of REIT or REAT beneficial interests shall be made against the beneficiary securities evidencing such beneficial interests.
The REIT or REAT beneficiary securities shall meet the particular requirements for the head count of holders, and the amount and the percentage of holding; for holders that do not conform to the requirements, their exercise of voting right and distribution of trust profits based on the beneficial interests held may be restricted.
The regulations governing the aforementioned head count of holders, and the amount and the percentage of holding, and restrictions shall be prescribed by the competent authority.
Beneficial 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 Beneficial Securities shall not be held valid against any third party, unless the name or title of the transferee has been recorded on the Beneficial Securities.
If the Beneficial Securities are issued or 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 Article 43 of the Securities and Exchange Act.
The transferee of Beneficial Securities succeeds to the rights and obligations of the trustor pursuant to the type, content and the order of priority of beneficial interests evidenced by the Beneficial Securities, unless the REAT contract provides otherwise regarding the trustor’s obligations.
The proceed distribution claims of the Beneficial Securities holders shall extinguish in case of no exercise within five (5) years from the issuance date.
Such proceeds shall be merged into the trust property.
In addition to the preceding provisions, with regard to other delivery based on Beneficial Securities, the extinguishment limitation of the claims shall be fifteen (15) years.
When the Beneficial 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 Beneficial Securities.
When issuing or delivering Beneficial Securities in accordance with this Act, the Trustee may enhance the credibility by domestic and foreign financial institutions or juristic persons in terms of guarantee, acceptance, partial asset change or other means pursuant to the REIT plan or REAT plan.
Where the credit of the Beneficial Securities issued or delivered by the Trustee pursuant to this Act is rated or is enhanced by a credit rating institution, the result of rating and the method of credit enhancement shall be described in the prospectus, investment memorandum, or other documents prescribed by the competent authority without any false statements or concealments.
completion of the execution of the REIT or REAT plan, produce the following CPA-certified statements and report on the REIT fund or the trust property of the REAT, report the same to the trust supervisor and notify the beneficiaries of the same:
1. Balance sheet.
2. Statement of income.
3. Report on the management and utilization of trust property.
The statements mentioned in the preceding paragraph must be free of misrepresentation and concealment.
For a completed REIT plan or REAT plan, the trustee is not required to produce annual statements and report for the fiscal year, provided it has produced statements and report for the completed execution of the plan as required in Paragraph 1 hereof and the contents of such statements and report are sufficient to cover the information to be presented in the annual statements and report for the fiscal year.
Where a trustee has produced statements and report for the completed execution of a REIT or REAT plan as required in Paragraph 1 hereof before April 30 of the year and the contents of such statements and report are sufficient to cover the information to be presented in the annual statements and report for the previous fiscal year, the trustee is not required to produce annual statements and report for the previous fiscal year.
Beneficial Securities i ssued pursuant to this Act may apply for listing in the securities exchange or trading in securities dealer business office pursuant to relevant laws and regulations governing securities.
With respect to the REIT and REAT established pursuant to this Act, the Beneficial Securities of private placement shall not be subject to Article 19, Paragraphs 3 and 4, Articles 20, 22, 23, Article 25, Paragraph 1, Subparagraphs 4 to 7, and Article 26 hereof.
In the event the prospectus or investment memorandum contains false information or omissions in its material contents, the following parties, within the scope of their responsibilities, shall be held jointly liable with the trustee for damages sustained by bona fide counterparties therefrom:
1. The promoters and their responsible person.
2. The trustor of REAT and its responsible person.
3. The arranger and its responsible person.
4. The real estate management institution and its responsible person.
5. The trustee and its responsible person.
6. The promoter and the staff of REAT trustor who have signed their names on the prospectus or the investment memorandum to corroborate part or all of the contents therein.
7. The underwriter of beneficiary securities.
8. Accounts, lawyers, professional appraisers, other professional or technical personnel who have signed their names on the prospectus or the investment memorandum to corroborate part or all of the contents therein, or stated their opinions.
Except for the trustee, the other parties mentioned in each Subparagraph of the preceding Paragraph, within the scope of their responsibilities, are exempted from the liability for damages, provided they could show that they have exercised due diligence for the part of the prospectus or investment memorandum, and have sound reasons to believe that the material information contained therein is free of misrepresentation or concealment, or have sound reasons to believe that the certified opinions given by the professionals are true.
Section Two Beneficiaries’ Meetings and Trust Supervisors
Article 20, provisions in Section 3 of Chapter 2, and Article 42 of the Financial Asset Securitization Act shall apply mutatis mutandis to beneficiary securities issued or delivered through real estate securitization, unless it is otherwise provided for in the trust contract and stated in the prospectus or investment memorandum.
To protect the rights and interests of the beneficiaries, a trustee may appoint a trust supervisor pursuant to the REIT contract or REAT contract and apply, mutatis mutandis, Paragraphs 2 and 3 of Article 28, Article 29, and Articles 31 to 33 of the Financial Asset Securitization Act.
The trust supervisor shall not be the promoter or an interested party, staff, or employee of the trustee, or the trustor of the REAT.