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Chapter Law Content

Title: Rules Governing Securities Investment Trust Enterprises CH
Category: Financial Supervisory Commission(行政院金融監督管理委員會)
Chapter II Establishment of a SITE
Article 8
In operating a SITE, the promoters shall include a fund management institution, bank, insurance company, securities firm or financial holding company which meets the following qualifications, and the aggregate shares subscribed to by such promoters shall not be less than 20% of the shares of the first issue:
 1. Fund Management Institutions:
 (1) The fund management institution shall have been established for a full three years, and shall not have received any disposition from the competent authority of its home country in relation to fund management affairs during the preceding three years.
 (2) The fund management institution shall have experience in the management or operation of international securities investment trust fund business;
 (3) Among the assets managed by the fund manager and its affiliates in which it holds 50% or more of the shares, the total asset value of the mutual funds, unit trust or investment trust funds which are publicly offered for investment in securities shall not be less than NT$65 billion.
 2. Banks:
 (1) The bank shall have been established for a full three years, and shall not have received any disposition from the competent authority of its home country in relation to fund management affairs during the preceding three years.
 (2) The bank shall have experience in international banking, securities or trust business.
 (3) The bank shall have ranked among the top 1,000 world banks in terms of assets or net worth in the preceding year.
 3. Insurance Company:
 (1) The insurance company shall have been established for a full three years, and shall not have received any disposition from the competent authority of its home country in relation to fund management affairs during the preceding three years.
 (2) The insurance company shall have experience in the management of insurance funds.
 (3) The insurance company shall hold securities with a total asset value of at least NT$8 billion.
4. Securities firm:
(1) The securities firm shall have been established for three full years, and shall be a securities firm engaging in combined securities underwriting, dealing, and brokerage operations.
(2) The securities firm shall have received no disposition under Article 66, subparagraphs 2-4 of these Rules in the preceding three years; in the case of a foreign securities firm, the firm shall have received no disposition from the competent authority of its home country equivalent to the abovementioned disposition.
(3) The securities firm shall have actual paid-in capital of NT$8 billion or more, and in its CPA audited and certified financial report for the most recent period shall have reported a net worth for all shares of not less than par value.
 5. Financial Holding Company:
 (1) The financial holding company shall have been established in accordance with the provisions of the Financial Holding Company Law.
 (2) Subsidiaries in which the financial holding company holds 50% or more of the shares shall conform to at least one of the qualifications in the preceding three subparagraphs.
When a promoter meeting the qualifications of the preceding paragraph assigns shares, the SITE shall make an application for recordation with the Securities and Futures Commission prior to such assignment.
Article 9
A SITE promoter shall not meet any of the following conditions:
 1. Having once committed a crime under the Organized Crime Prevention Act, where less than five years have passed since completion of the term of sentence following upon a conclusive judgment;
 2. The promoter has previously been sentenced to imprisonment for one year or more for fraud, breach of trust or misappropriation, where less than two years have passed since completion of the term of such imprisonment;
 3. The promoter has been convicted of having committed misappropriation related to public function or occupation and the completion of the term of imprisonment has expired for less than two years;
 4. The promoter has been adjudicated bankrupt and his rights have not been reinstated, or where the promoter previously served as the director, supervisor, manager, or otherwise held an equivalent position of a juristic person when such juristic person was adjudicated bankrupt, and a period of three (3) years has not elapsed since the bankruptcy was concluded or a settlement has not been fulfilled;
 5. The promoter's checks or notes have been rejected by any financial institution for a specified term that has not yet elapsed;
 6. The promoter has either no legal disposing capacity or limited disposing capacity;
 7. A fine or a heavier punishment has been imposed on the promoter in accordance with the Law, and less than three (3) years have elapsed after the completion of the punishment, the expiration of the period of suspension of punishment, or pardon;
 8. The promoter was discharged from its functional duties pursuant to Article 56, and Item 2 of Article 66 of the Law, and a period of three (3) years have not elapsed since such punishment;
 9. The promoter is convicted of having violated the provision of Paragraph 1 of Article 29 of the Banking Law by engaging in acceptance of deposits, acting as a trustee in managing trust funds or trust properties for the public, or conducting inward and outward remittance business, and less than three (3) years have elapsed after the completion of the punishment, expiration of the period of suspension of punishment, or pardon;
 10. The promoter has violated Article 33 of the Trust Enterprise Law by engaging in trust business, and less than three years have passed after the completion of the punishment or the period of suspension of punishment following upon a conclusive judgment.
 11. The promoter has previously acted as the director or supervisor of a securities firm, SITE, or securities investment consulting enterprise, and during the term of such position, such enterprise has been subject to disposition under Article 66, Subparagraphs 3 or 4 of the Law, resulting in suspension of business or cancellation of its operating license, and less than one year has passed subsequent to such disposition.
 12. The promoter has been subject to removal from position or suspension of executive capacities under Article 100, Paragraph 1, Subparagraph 2 or Article 101, Paragraph 1 of the Futures Trading Law, and less than five years have passed subsequent to such disposition.
 13. There is a finding that the promoter has allowed the use of its own name by others for the purpose of acting as the promoter, director, supervisor, manager or business personnel of a SITE.
 14. Factual evidence shows that the promoter has engaged in or been involved in other dishonest or improper activities, demonstrating that the promoter is unsuitable for engaging in securities investment trust business.
 Where the promoter is a juristic person, the provisions of the preceding Paragraph shall apply mutatis mutandis with respect to the exercise of duties by a representative or designated representative.
Article 10
A promoter of a SITE shall not concurrently serve as the promoter of another domestic SITE during the prescribed period in which shares may not be transferred as set forth under Article 163, Paragraph 2 of the Company Law.
A person who has served as the promoter of a SITE in accordance with the qualifications set forth under Article 8 may not serve as the promoter of any other SITE within three years of the date of issuance of the operating license of that SITE by the Securities and Futures Commission.
Article 11
To operate a SITE, the promoters shall, within the time limit set by the SFC, submit an application together with the following documents to the SFC for approval:
 1. Articles of incorporation;
 2. A business plan, listing principles for operation of business, internal organization and division of responsibility, plans for offering and issuance of securities investment trust funds and plans for development for the next three years, hiring and training of personnel, condition of site facilities, and financial forecasts for the next three years;
 3. A roster of promoters, listing the names of natural or juristic persons, their resident or corporate address and amount of investment;
 4. Minutes of promoters meeting;
 5. Supporting documents of the promoters' qualifications in conformance with Article 8 herein;
 6. A statement that none of the conditions in the preceding two articles apply to the promoter(s);
 7.The review form for application for SITE establishment reviewed by lawyers or CPAs, and the summary opinion issued with respect thereto;
 8. Other documents as required by the SFC.
 If the particulars in the documents referred to in the preceding Paragraph are incomplete and if such situation can be corrected, the SFC may notify the applicant to make corrections within a specified time limit. Failure to make corrections within the time limit shall subject the application to rejection.
Article 12
In any of the following events, the application for operation of the SITE may be disapproved by the SFC:
 1. There has been violation of any of the provisions of Article 6 herein;
 2. The qualifications of the promoter do not conform with the provisions of Article 8 herein;
 3. Any of the conditions listed under Article 9 or Article 10 are found to apply to a promoter;
 4. The application documents or particulars thereof are found to be false or untrue;
 5. The business plan is not concrete or cannot be effectively implemented;
 6. There is the possibility that the promoter's professional competence is not sufficient for sound and effective engagement in SITE business;
 7. Where any other provision of these Rules is not met.
Article 13
The SITE shall, within six (6) months from the date of SFC approval, complete company registration and submit to the SFC the following documents along with an application for issuance of business license:
 1. An application form.
 2. Company registration documents;
 3. The articles of Incorporation;
 4. A roster of shareholders and minutes of the shareholders meeting;
 5. A declaration that the shareholders have committed no violation of the provisions of Article 5.
 6. A roster of directors and supervisors and minutes of the meeting of the Board of Directors;
 7. A financial report issued within one month of the date of application, audited and certified by a CPA, for which an unqualified opinion was issued.
 8. A declaration that the directors, supervisors, and managers have committed no violation of the provisions of Article 53 of the Law or Article 6, Paragraph 1 or Article 17 of these Rules.
 9. Evidentiary documents showing that the general manager meets the qualifications set forth under Article 18, Paragraph 1.
 10. Evidentiary documents showing that the assistant general manager meets the qualifications set forth under Article 19, Paragraph 1.
 11. A declaration stating that the responsible person and department supervisors conform with the provisions of Articles 17 and 32.
 12. A roster of the managers, department supervisors, and business personnel, and documents evidencing their qualifications.
 13. A photocopy of the title or lease for the operating venue and floor plans and photographs thereof.
 14. A written description of the internal control system and an unqualified review opinion issued by a CPA.
 15. Documents certifying approval for entry into the Securities Investment Trust and Consulting Association of the R.O.C. ("the Association").
 16. Review form for application for issuance of operating license for a SITE.
 17. Other documents as required by the SFC.  
 If the SITE fails to apply for issuance of a business license within the time limit referred to in the preceding Paragraph, the approval for operation of the SITE shall be revoked; provided that if there is any justifiable reason, an application for extension may be filed with the SFC. The period of extension shall not be more than six (6) months, and only one extension shall be allowed.
 A SITE shall enter into the Association within one month after commencing business.
Article 14
A SITE which meets the following conditions may apply to set up a branch office:
 1. The company has been in operation for more than one (1) year, provided that where establishment of a branch office is the result of merger or assignment, this restriction shall not apply;
 2. The financial report for the previous period, audited and certified by a CPA, shows a net value of each share not less than the face value.
 3. No warning disposition issued by the Securities and Futures Commission in accordance with Article 66, Paragraph 1 of the Securities and Exchange Law has been received during the previous three months.
 4. No disposition issued by the Securities and Futures Commission ordering revocation of the position of director, supervisor, or manager in accordance with Article 66, Paragraph 2 of the Securities and Exchange Law has been received during the previous six months.
 5. No disposition issued by the Securities and Futures Commission in accordance with Article 66, Paragraph 3 of the Securities and Exchange Law ordering suspension of business has been received during the previous year.
 6. No disposition issued by the Securities and Futures Commission in accordance with Article 66, Paragraph 4 of the Securities and Exchange Law revoking the operating permit for a branch organization has been received during the previous two years.
 Where a SITE has received a disposition under Paragraphs 3-6 above, and has failed to effect substantive improvement during application for establishment of a branch organization, the SFC may reject the application.
Article 15
A SITE establishing a branch organization shall apply to the SFC for approval with the following documents:
 1. An application form for establishment of a branch organization.
 2. Articles of incorporation.
 3. A business plan: the business plan shall list the principles for operation of business by the branch organization, internal organization and division of responsibility, recruiting of personnel, a general description of facilities on site, and a financial forecast for the upcoming year.
 4. Minutes of the board of directors meeting at which the resolution was made to establish a branch organization.
 5. A description of the internal control system of the branch organization.
 6. A declaration stating that the manager of the branch organization meets the qualifications set forth under Articles 17 and 32 herein.
 7. Other documents as required by SFC regulations.
Where the items to be set forth in the documents for application referred to in the preceding paragraph are incomplete and where supplementation may be made, the SFC may notify the applicant to make supplementation with a prescribed period; where the applicant fails to supplement the information within the prescribed period, the application shall be rejected.
Article 16
A SITE shall complete establishment and registration of a branch organization within six months from the date of approval by the SFC, and shall apply to the SFC for issuance of a branch organization operating permit with the following documents:
 1. An application form.
 2. A photocopy of the registration certificate for the branch organization.
 3. A photocopy of the title or lease for the operating venue of the branch organization and a floor plan and photographs of the site.
 4. Other documents as required by SFC regulations.
 Where a SITE has failed to apply for issuance of an operating permit for a branch organization within the time period prescribed in the preceding paragraph, the SFC may revoke approval for establishment of the branch organization, provided that with legitimate cause, application may be made to the SFC for an extension prior to the end of the prescribed period. Such extension shall not exceed six months, and shall be granted once only.