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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 IV Financial and Operational Management
Article 34
Within one (1) month after a business license is issued to a SITE, it shall apply for offering the securities investment trust fund in line with the SFC rules, start the offering within six (6) months after approval, and establish the fund within 45 days thereafter.
 If the SITE fails to file the application or offer/establish the fund, the approval for business operation shall be revoked, and the SITE shall be notified to return the business license within a specified time limit for cancellation; where the business license is not returned for cancellation, the SFC shall announce cancellation.
Article 35
Under any of the following circumstances, a SITE shall first report to the SFC for its approval:
 1. Amendment of the Articles of Incorporation;
 2. Suspension or resumption of its operations;
 3. Dissolution or merger;
 4. Assignment of the whole or a substantial portion of its business or assets;
 5. Acceptance of assignment of the whole or a substantial portion of the business or assets of others;
 6. A change in capitalization.
 7. A change in the operating venue of the company or branch office.
 8. Other matters subject to SFC approval.
Article 36
Under any of the following circumstances, in addition to due procedures under the law, a SITE shall, within five business days from the date of occurrence, report the circumstances by letter to the Association for its report to the SFC:
 1. A change in its directors, supervisors, or managers;
 2. Occurrence of a legal proceeding, non-contentious matter, or matter requiring arbitration by the Association as a result of SITE operations management or of execution of duties by business personnel;
 3. A change of shareholding by its directors, supervisors, or shareholders holding 5% or more of the total numbers of issued and outstanding shares;
 4. Other matters that shall be reported as prescribed by the SFC.
Article 37
A SITE's own capital shall not be loaned to another person, used for purchase of real estate not related to operations, or used for other than SITE purposes. Except for utilization as required by business operations, the use of SITE capital shall be limited to the following:
 1. Bank deposits;
 2. Purchase of government bonds or financial bonds;
 3. Purchase of treasury bills, negotiable fixed-term deposit certificates, or commercial papers;
 4. Purchase of SITE beneficiary certificates meeting SFC requirements and in a specified ratio.
 5. Other utilization as approved by the SFC.
Except where it conforms with the requirements of Article 16, Paragraph 1 of the Company Law and with approval from the SFC, a SITE may not make guarantees, endorse bills, or provide assets to others for the purpose of collateral.
Article 38
The SITE shall, within four months after the close of each business year, make public announcement of its annual financial report and submit the same to the SFC following review and certification by a CPA, passage by the board of directors, and recognition of same by the supervisors.
 The annual financial report referred to in the preceding Paragraph shall be submitted to the Association for the compilation and submission of a report to the SFC.
Article 39
The securities investment trust agreement entered into by the SITE in accordance with the provisions of the Regulations Governing the Management of Securities Investment Trust Funds shall be submitted to the SFC for approval prior to the issuance of beneficiary certificates.
 Contents of the agreement referred to in the preceding Paragraph shall conform to the Regulations Governing the Management of Securities Investment Trust Funds.
Article 40
A prospectus shall be delivered to the subscriber prior to the SITE's issuance of beneficiary certificates in offering a securities investment trust fund.
 Particulars to be stated in the prospectus referred to in the preceding Paragraph shall be prescribed by the SFC.
Article 41
A SITE shall put the securities investment trust fund under the custody of a custodian institution and shall not keep the same under its own custody.
 The fund custodian institution referred to in the preceding Paragraph shall mean a bank or trust company entrusted by the SITE to provide custodian services for the securities investment trust fund and with a credit rating of a specific grade or higher from a credit rating agency recognized by the SFC.
Article 42
Individual accounts shall be established for each securities investment trust fund raised by the SITE and accounting books and records shall be established in accordance with the provisions prescribed by the SFC; they shall be kept in a manner and for the period set forth in the Business Accounting Law and relevant regulations.
Article 43
A SITE may not engage in the following types of conduct when advertising, holding informational meetings, or conducting other promotional activities:
 1. Engage in promotion by using the SFC approval for fund offering as a confirmation of the matters for which application was made or as a guarantee of the value of the beneficiary certificates;
 2. Cause a mistaken belief that the safety of the principal can be guaranteed or profits protected;
 3. Solicit other persons to buy the beneficiary certificates by providing gifts or other benefits;
 4. Advertise by means of exaggerating past performance or negative advertising with respect to others in the industry.
 5. Engage in false, fraudulent, or other misleading acts.
 6. Produce advertising or other promotional activities for a SITE fund not yet approved for offering by the SFC.
 7. Engage in any other conduct prohibited by the SFC.
 A SITE shall report to the Association within ten days after conducting advertising, informational meetings, or other promotional activities. Where the Association discovers any of the conduct in Paragraph 1, Subparagraphs 1-6 above, it shall report by letter to the SFC prior to the end of each month for its disposition of the matter.
Article 44
Except where otherwise provided by relevant laws and regulations, when a SITE exercises voting rights inhering in shares held in its securities investment funds, it shall appoint one of its own SITE personnel as a representative to carry out the voting.
When a SITE exercises the voting rights referred to in the preceding paragraph, it shall, based on the foremost interests of beneficiary certificates holders, support the proposal or the candidates for director or supervisor put forward by the board of directors of the company holding a percentage of shares conforming to the standards under Article 26 of the Securities and Exchange Law, provided that where there is a likelihood of damage to the interests of the company or shareholders by unsound management in the issuing company, voting shall be carried out pursuant to a resolution of the board of directors of the SITE.
 Prior to attendance at the shareholders meeting of an issuing company in which a SITE fund holds shares, the SITE shall produce a report on the assessment process related to its exercise of voting rights; where a resolution is passed under the circumstances referred to in the proviso of the preceding paragraph, a written record of the voting at each such shareholders meeting shall be submitted at the meetings of the SITE board of directors.
A SITE shall register and keep custody of the notifications and attendance cards for the shareholders meetings of the issuing companies in which the SITE funds hold shares, and shall also make a written record of its exercise of voting rights at the shareholders meetings, the assessment process related to such, the decision-making processes, and the results of voting, and shall number them in consecutive order in files which shall be maintained for at least five years.
Article 45
Except where otherwise provided in relevant laws and regulations, a SITE that applies to invest in foreign securities enterprises shall conform to each of the following regulations:
 1. The SITE shall have been in operation for a full two-year period.
 2. The SITE shall have received no warning disposition from the SFC under Article 66, Subparagraph 1 of the Securities and Exchange Law within the previous three months.
 3. The SITE shall have received no disposition from the SFC under Article 66, Subparagraph 2 of the Securities and Exchange Law ordering removal of a director, supervisor, or manager from office within the previous six months.
 4. The SITE shall have received no disposition from the SFC under Article 66, Subparagraph 3 of the Securities and Exchange Law ordering suspension of its business during the previous year.
 5. The SITE shall have received no disposition from the SFC under Article 66, Subparagraph 4 of the Securities and Exchange Law revoking the operating license of a branch organization during the previous two years.
 6. The net value of each share shall not have dropped below the face value in the previous period as attested to by a financial report audited and certified by a CPA.
 7. The total amount invested in foreign securities enterprises may not exceed ten percent of the net worth of the SITE, provided that given the need and where special approval is granted, this restriction shall not apply.
 A SITE's investment in foreign securities enterprises shall be limited to investment within the business scope of the SITE itself.
Article 46
A SITE applying to invest in foreign securities enterprises shall submit an application to the SFC for approval with the following documents:
 1. Minutes of the meetings of the board of directors or shareholders.
 2. A CPA-certified financial report for the most recent period.
 3. An investment plan, which shall include the following:
 (1) Investment plan: including the purpose of investment and expected results, source of funds and plan for utilization, operations plan, and plan for return on investment. With respect to a holding company, a plan for reinvestment shall also be submitted.
 (2) Operations management plan: including the company's location, capitalization, profiles of other chief promoters or shareholders, operations, items of business, and principles of business management.
 (3) Financial forecasts for the following three years.
 4. The articles of incorporation or equivalent documents for a newly established company or an invested company.
 5. The relevant regulatory provisions or self-regulatory regimes in the country of investment.
 6. Other documents that shall be required by the SFC.
 A SITE shall, within six months from the date of approval for investment in a foreign securities enterprise, submit evidentiary documents related to the actual investment for recordation with the SFC.
 Where there is a change in the items of investment following their approval by the SFC, such changes shall be reported to the SFC for recordation within ten days of the change.
Article 47
A SITE investing in a foreign securities investment enterprise shall, within three months from the date of approval by the SFC, report to the MOEA Investment Commission for approval or recordation.
 Where a SITE fails to carry out the matters set forth in the preceding paragraph, the SFC may revoke the originally approved items of investment.
Article 48
After obtaining approval for investing in a foreign securities enterprise, a SITE shall submit documents relating to outward remittance of funds or evidentiary documents showing registration or amendment of registration of the invested foreign securities enterprise to the SFC for its files within five days after obtaining such documents.
 The outward remittances referred to in the previous paragraph shall receive prior approval from the SFC, and shall be carried out in accordance with the Statute for the Regulation of Foreign Exchange.
 Within six months of the close of the financial year of the invested foreign securities enterprise, a SITE shall submit the yearly financial report of the invested enterprise for filing [with the SFC].
Article 49
Except where otherwise provided under the Law Governing Merger of Financial Institutions, SITEs applying for merger shall comply with the following regulations:
 1. The net value of each share shall not have dropped below the face value in the previous period as attested by a CPA-audited and certified financial report.
 2. Among the securities investment funds being managed, the number of funds in which the net asset value per unit is lower than the unit face value may not exceed one-half of the total number of funds being managed.
 3. The SITEs shall not have received an SFC disposition under Article 66, Paragraphs 2, 3, or 4 of the Law within the previous six months.
 4. There shall have been no large-scale transfers of shares within the previous year on the part of the directors, supervisors, or shareholders with a more than five percent shareholding.
 5. Where the shares of a SITE are being traded on the stock exchange, the SITE shall not have had trading information announced through the stock market monitoring system due to abnormal fluctuations in the price of the stock for a period of 30 business days prior to the public announcement of merger.
 6. Other regulations as prescribed by the SFC.
Where a SITE applying for merger does not conform with the regulations under Subparagraphs 1-4 of the above paragraph, the SFC may issue ad hoc approval based on factors such as an overall consideration of the sound development of the stock market and the competitiveness of the SITE.
Article 50
In the event the SITE is unable to continue its securities investment trust business due to dissolution or revocation of its business license, it shall negotiate with another SFC-approved SITE to take over its business.
 Where the SITE fails to act in accordance with the provisions in the preceding Paragraph, the SFC shall coordinate with another SITE to take over such business. The securities investment trust agreement shall be terminated if no other SITE is willing to take over the said business.
 Where it is apparent that a securities investment trust fund is poorly managed by a SITE, the SFC shall have the right to order the SITE to transfer such securities investment trust fund to another SITE for management.
 A SITE which takes over such business in accordance with the procedures in the preceding three Paragraphs shall publicly announce the take-over or transfer.
Article 51
The SFC shall have the right to order the SITE or its related persons at any time to submit reports or other reference data in connection with its financial or business activities, and to directly inspect its financial and/or business standings.
Article 52
A SITE shall make public announcement of matters materially affecting the rights and interests of the investors within two days after the occurrence of such event, make a report to the SFC and send a copy thereof to securities-related agencies.
"Matters materially affecting the rights and interests of the investors" refers to the following:
 1. Return of checks due to insufficient funds, bank refusal to honor transactions, or other matters resulting in loss of credit standing.
 2. Serious disruption of company operations resulting from litigation, non-contentious matters, administrative dispositions, or contentious administrative procedures.
 3. Application for reorganization with a court.
 4. A change in the chairman of the board of directors, general manager, or more than one-third of the directors.
 5. A change of the corporate CPA of the company or the securities investment trust funds it administers.
 6. Any of the circumstances set forth under Article 35, Subparagraphs 2-5.
 7. Purchase of real estate from affiliated persons.
 8. Any other matter sufficient to affect the continuing operation of the company or the equity rights of securities investment trust fund beneficiaries.
 The regulations under Article 5, Paragraph 3 regarding affiliated persons shall apply mutatis mutandis with respect to the preceding paragraph.
Article 53
When the SFC examines a SITE's financial/business reports and other reference information, or when it inspects the SITE's financial/business conditions, if the SITE is found not in compliance with the laws and regulations in any matter, the SFC may order the SITE to make corrections.
Article 54
Violators of any provisions herein shall be subject to punishment in accordance with the Law. In addition, the SFC may suspend acceptance of its application for offering securities investment trust fund for two years.