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Chapter Law Content

Chapter II Content of the Prospectus for REIT Beneficial Securities
Article 7
The content of the prospectus of REIT beneficial securities shall record the following particulars:
1.The concluding opinion of the trustee.
2.A profile of the beneficial securities.
3.A profile of the investment plan.
4.A profile of the trustee and listing of its duties.
5.A profile of the real estate management institution and listing of its duties.
6.A profile of the promoter.
7.A profile of the arranger and listing of its duties.
8.A profile of personnel involved in fund operation and management.
9.Utilization of borrowed funds and idle funds.
10.How the net asset value of the fund is calculated and announced.
11.The credit rating of the beneficial securities, and credit enhancement arrangements.
12.Disclosure of investment risks.
13.Beneficiaries meetings.
14.Matters of special note.
15.Applicable acts and regulations.
16.Other items as required by the FSC.
Article 8
The profile of the beneficial securities shall record the information listed below:
1.The issuance date of the beneficial securities, and the duration of the fund.
2.The reference number and date of the competent authority's approval document.
3.Total par value, total number of beneficial units, and par value per beneficial unit of the offering, and whether follow-on issues are permissible (for a follow-on issue, the circumstances at the time the fund was established and at the time of all subsequent follow-on issues shall also be recorded).
4.Fund type (closed-end or open-end), whether redemption requests are allowed, and the timing, volume, and other restrictions applying to redemptions.
5.Purchase price and fees per unit.
6.Basic policy, scope, and investment strategy for fund utilization.
7.Fund utilization status (for a follow-on issue):
A.List, with respect to the trust assets as of the end of the month preceding the prospectus printing date: the components, values, and proportions; the liability caps, interest rates, and maturity dates of long and short term liabilities; and the operating status.
B.Investment performance:
a.Trend chart of the net asset value per beneficial unit over the most recent three fiscal years.
b.Dollar amount of gains distributed per beneficial unit in each of the most recent three fiscal years.
c.As of the end of the quarter preceding the prospectus printing date, the net asset value of the fund for the most recent three months, six months, one year, three years, five years, and ten years, and the cumulative return calculated from the date on which the fund was established.
C.The fund's CPA audit reports, balance sheets, income statement, and trust property management and allocation reports for the two most recent fiscal years.
D.Other matters that require disclosure.
8.Items, schedule, and payment method for distribution of investment returns.
9.Fees that the fund is required to pay, and method for calculating them (Table 1), payment method, and a schedule thereof.
10.Trustee remuneration, and the types, calculation method, payment schedule, and payment method thereof.
11.Criteria for determining whether the fund has been properly established, and the method by which matters will be handled if it is not properly established.
12.Tax-related requirements.
13.Related rights and transfer limitations of beneficiaries.
14.Important contractual stipulations.
15.Methods for handling lost beneficial certificates.
16.Other items as required by the FSC.
Article 9
The profile of the investment plan shall record the information listed below:
1.A plan for investment in real estate, real estate-related rights, real estate-related securities, or other investment objects approved by the competent authority:
A.The type and location [of the real estate], anticipated holding period, source of funds, utilization, control mechanisms, management methods, timing of disposal, cost recovery, financial forecasts, and expected returns.
B.Procedures for handling the investment in the offshore real estate or real estate-related rights or REIT, with content to include at least the following:
a.Investment policy and strategy.
b.Statement of assessment and analysis of the region, type, and structure of the investment.
c.Procedures for handling the assessment of and transaction and operations with respect to the investment objects.
d.Fund risk management measures.
C.The legislative and regulatory structure of the jurisdiction where the offshore real estate or real estate-related rights or REIT to be invested in is located and the market conditions there for that type of investment objects.
2.A plan for investment in developmental real estate or real estate-related rights that includes with respect to the anticipated development: the type and location, a market analysis, feasibility analysis, and title search; plans and control mechanisms for each stage of the anticipated development's schedule, planning, acquisition, development, and sales or operations management; source of funds; whether funds will be raised through borrowing, and the terms and conditions of, and repayment plans for, such borrowing; whether the anticipated development is a sole or joint development; with respect to a joint development, overviews of the terms and conditions of cooperation of the joint development, overview of the equity distribution of the joint development, and overview of the other shareholders of the joint development; overview of the hired contractor; utilization and control mechanisms, cost recovery, financial forecast and estimated return, a self-assessment plan, a method for handling a failure to complete, or a delay in, the real estate development plan and the impact upon the rights and interests of beneficiaries of such failure; stipulations regarding the rights and obligations of the trustee, real estate management institution, and the beneficiaries.
3.If any real estate, or real estate-related rights, have already been determined as targets of investment, an overview of the investment objects.
A.The type of the investment objects and the location, area, land use category, zoning status, statutory use, permits or controls on usage, rights status (ownership, scope of rights, and a record of any encumbrance created thereupon); original acquisition date of the real estate by the owner, party (name and relationship) from whom it was acquired, acquisition cost, and litigated and non-litigated matters with a material impact upon the rights and interests of beneficiaries.
B.If the investment objects are offshore real estate or real estate-related rights:
a.Investment structure.
b.If to be held through a special-purpose company, an accounting opinion issued by a CPA regarding tax matters in connection with the investment structure, and a statement issued by the CPA that the CPA is not a related party of the trustee, of the real estate management institution, or of any 10-percent-or-greater beneficiary, real estate owner, or rights owner of real estate-related rights.
C.Usage status and conditions, method of disposal after termination of the lease, and important stipulations.
D.The value of the investment objects as appraised by a professional appraiser and the principal content of the appraisal report issued pursuant to Article 22 of the Act (which shall include the reason for, and basic assumptions underlying, the use of each assessment method, any discrepancy in discounted cash flow analysis method and an explanation thereof, the relative weighting of each type of appraisal method and an explanation regarding such weighting decisions; if the income approach is adopted, the capitalization rate or discount rate shall also be disclosed), and a statement as to whether the professional appraiser and its appraisers are related parties, or substantially related parties, of the transacting parties for the purposes of Statement of Financial Accounting Standards No. 6.
E.Any encumbrances on the investment objects and the methods for handling them.
F.Method for management and disposition of the investment objects.
G.The valuation method and assessment bases of the anticipated income on the investment objects, an expert opinion to the effect that the investment objects already generate a stable income and are fairly priced, and a statement as to whether that expert, the trustee, and the owner of the real estate are related parties or substantially related parties for the purposes of Statement of Financial Accounting Standards No. 6.
H.Whether the owner of the real estate or the rights holder of the real estate-related rights is an interested party of the trustee.
I.Whether the annual depreciation expense for buildings will be calculated, pursuant to Article 53 of the Act, by extending by one-half the service life set forth in the Table of Service Life of Fixed Assets.
4.If developmental real estate or real estate-related rights have already been determined as targets of investment, an overview of those investment objects:
A.If the investment objects are an urban development project, the overview shall disclose the type, location, site area, land use category, zoning status, statutory use, permits or controls on usage; whether the project is a joint, private, or other construction method; projected commencement and completion dates of the construction; projected number of stories to be constructed; projected number of units, projected total floor area, content of rights (ownership, scope of rights, and a record of the creation of any encumbrance), projected amount of sales or rental revenue, projected gross profit margin or rate of return, and any litigated or non-litigated matters with a material impact upon the rights and interests of beneficiaries .
B.If the investment objects are a public construction project, the profile shall disclose the process by which the government concession was awarded, and the legal and regulatory requirements relevant to the plan; a summary of important contract contents relevant to the plan; an introduction to, and the segregation of duties of, the principal operator and evidence that they possess all technical capabilities, financial resources, and other necessary capabilities required by the concession contract; a project construction plan and feasibility analysis; a construction period financial plan which shall include a cash flow forecast, and plans for capital increase, capital decrease, borrowing and repayment; a construction period risk management plan; an operations plan and relevant assumptions; a construction period financial plan which shall include operating revenues, projected operating costs and profits, and projected financial statements, capital increase, capital decrease, borrowing and repayment plans for each year of the operations period; other special items such as litigated or non-litigated matters that impact the completion or operations of each project, or that have a material impact upon the rights and interests of beneficiaries.
C.The value of the investment objects as appraised by a professional appraiser, and the principal content of the appraisal report issued pursuant to Article 22 of the Act (including the reasons and basic assumptions used for each appraisal method, any discrepancies in the discounted cash flow analysis method and an explanation of such discrepancies, the weightings for each type of appraisal method and relevant information such as explanations regarding such decisions; if the income approach is adopted, the capitalization rate or discount rate shall still be disclosed); explain whether or not the professional appraiser or its appraisers are related parties or substantial related parties, as defined in the Statement of Financial Accounting Standards No. 6, of the transacting parties.
D.Any encumbrances on the investment objects and the method by which such encumbrance will be handled.
E.Methods for the management and disposal of the investment objects.
F.Assessment methods and evaluation bases for anticipated input costs of, and expected returns on, the investment objects; an expert opinion on the appropriateness of the price of the investment objects; explain whether the expert is a related party or substantial related party, as defined in the Statement of Financial Accounting Standards No. 6, of the trustee or transacting parties.
G.Whether the owner of developmental real estate or the holder of real estate-related rights is an interested party of the trustee.
5.Risk management principles regarding investment in real estate and real estate-related rights, real estate-related securities, developmental real estate and real estate-related rights, and other investment objects approved by the Competent Authority.
6.Range and ratio of current assets.
Article 10
The profile of the trustee and listing of its duties shall record the information listed below:
1.Profile of the trustee:
A.Company profile:
a.Date of establishment.
b.Capital formation over the most recent three years. (Table 2)
c.Lines of business.
d.History: For the most recent five fiscal years, any public offering or private placement of REIT or REAT beneficial securities (Table 3), transfer of equity interest by a director, supervisor, or shareholder with a shareholding ratio of 5 percent or higher, change in managerial control (Table 4), and descriptions of other material events.
e.Credit rating of the trustee (not required where established less than three years).
B.Company organization: Show the data listed below regarding the trustee's juristic-person shareholders as of the end of the month prior to the date of printing of the prospectus:
a.Distribution of equity ownership:
I.Shareholder structure: Proportion of holdings by the various classes of shareholders. (Table 5)
II.Roster of principal shareholders: The names, numbers of shares, and shareholding ratios, for shareholders holding 5 percent or more of total outstanding shares (Table 6).
b.The names of the general manager, assistant general manager, assistant manager, and the supervisors of departments and divisions, as well as the dates they assumed their positions, the proportions of their holdings in the trustee, their education and experience, and any positions concurrently held in other companies. (Table 7)
c.The names, dates of appointment, and terms of the directors and supervisors, and the percentages and amounts of shares they hold in the trustee or SPC, as well as their education and experience. For juristic person shareholders, the shareholder representative shall be indicated. (Table 8)
C.Diagram of affiliated enterprises: Show the relationships between the trustee's juristic-person shareholders and the affiliated enterprises, their mutual shareholding ratios and share amounts, and their actual investment amounts as of the end of the month prior to the date of printing of the prospectus.
D.Operational status: Show the names of other REIT and REAT funds already publicly offered or privately placed as of the end of the month prior to the date of printing of the prospectus, and giving a profile of their beneficial securities. (Table 9)
E.Financial status: Show CPA audit reports, balance sheets, income statements, and statements of changes in shareholders' equity for the preceding two fiscal years.
F.Penalties received: Show the dates and details of sanctions imposed on, and official reprimands issued to, the trustee by the competent authority within the most recent 2 years.
G.Litigated or non-litigated matters: List any pending litigated or non-litigated matters or administrative suit of material significance involving the trustee that could have a material impact upon the rights and interests of beneficiaries. The facts of the dispute, principal interested parties, the monetary value of the subject matter of the dispute, date on which proceedings began, and current status of the proceedings shall be disclosed.
2.Trustee duties:
A.Trustee obligations and responsibilities.
B.Payments to trustee for reimbursement of disbursements and compensation for losses.
C.Trustee remuneration, and the types, calculation method, payment schedule, and payment method thereof.
D.Circumstances requiring a beneficiaries meeting to be convened by the trust institution or trust supervisor.
E.Circumstances under which the trustee is required to appoint a trust supervisor, and the specialized expertise and experience required thereof.
F.The procedures and principles for, and public announcement of, trust asset assessments.
G.The mechanism by which, and conditions under which, the trustee may dismiss the real estate management institution, and an analysis of the reasonableness thereof.
H.Other items as required by the FSC.
Article 11
The profile of the real estate management institution and listing of its duties shall record the information listed below:
1.Profile of the real estate management institution:
A.A company profile: Show the date of establishment, lines of business, credit rating, business organization, diagram of affiliated enterprises, operational status, financial status, whether the company is an interested party of the trustee or promoter, and principles for the prevention and handling of any conflict of interest.
B.Selection standards and process.
2.Duties of the real estate management institution:
A.Real estate management institution obligations and responsibilities.
B.Remuneration of the real estate management institution, and the calculation method, payment schedule, and payment method thereof.
C.Other important stipulations in the mandate contract.
D.Other items as required by the FSC.
Article 11-1
The profile of the promoter shall record the following matters:
1.If the promoter is a juristic person, the profile shall include an enterprise profile (showing date of establishment, lines of business, and credit rating), enterprise organization, diagram of affiliated enterprises, operational status, and financial status; the proportional share held by the promoter in the real estate or real estate-related rights in which the fund has decided to invest; whether the promoter is an interested party of the trustee; principles for the prevention and handling of conflict of interest; and the circumstances regarding any penalty imposed on the promoter.
2.If the promoter is an individual, the profile shall include the individual's name; the proportional share held by the promoter in the real estate or real estate-related rights in which the REIT fund has decided to invest pursuant to Article 4, paragraph 1, subparagraph 16 of the Act; and whether the promoter is an interested person of the trustee.
3.Other items as required by the FSC.
Article 11-2
The profile and duties of the arranger shall include the following matters:
1.Arranger profile:
A.Company profile: show the date of establishment, lines of business, and credit rating, enterprise organization, diagram of affiliated enterprises, operational status, and financial status; whether the company is an interested party of the trustee or promoter; principles for the prevention and handling of conflict of interest; and the circumstances regarding any penalty imposed on the company.
B.Selection standards and process.
2.Duties of the arranger:
A.Obligations and responsibilities of the arranger.
B.Other items as required by the FSC.
Article 12
The profile of personnel involved in fund operation and management shall record the information listed below:
1.Names, principal employment (or academic) experience, qualifications, and authority of personnel involved in operations and management.
2.The decision-making process employed by the trustee for REIT fund utilization, and the person responsible for each step thereof (including investment analysis, decision-making, execution, and review).
3.The decision-making process and responsible person for each step thereof (including planning, acquisition, sales, and operations) by which the trustee itself, or its appointed real estate management institution, utilizes REIT funds to manage or dispose of trust assets.
4.Internal standards for preventing conflict of interest.
Article 13
The section on utilization of borrowed funds and idle funds shall record the information listed below:
1.Funds borrowed:
A.Purpose, impact upon beneficiaries, and method of public announcement.
B.Upper limits, methods of controlling the use [of borrowed funds], and the apportionment of fees.
2.Scope and restrictions on the utilization of idle funds.
Article 14
With respect to how the net asset value of the fund is calculated and announced, the following information shall be recorded:
1.Method of calculating net asset value (including real estate appraisal method, basis of assessment, depreciation method, appraisal period, timeframe for calculation of net asset value), deadline for public announcement, and the method of announcement.
2.The method for calculation and announcement of the net asset value per unit.
Article 15
The following items shall be listed in relation to the credit rating of the beneficial securities and any credit enhancement arrangements:
1.A credit rating institution's credit assessment report on the beneficial securities.
2.Profile of the financial and operational status of the credit enhancement institution:
A.Enterprise profile: Show the establishment date, lines of business, and credit rating.
B.Enterprise organization: Show the same information as the company profile of Article 10.
C.Operational status: Show the names, issuers, issuance amount, and method and details of credit enhancement of other REIT or REAT beneficial securities for which it is the credit enhancement institution as of the end of the month prior to the date of printing of the prospectus. (Table 10)
D.Financial status: Show CPA audit reports, balance sheets, income statements, and statements of changes in shareholders' equity for the preceding two fiscal years.
3.The method and particulars of the credit enhancement.
4.Other items as required by the FSC.
Article 16
The investment risk disclosure shall list the following risk factors:
1.Risk of illiquidity in the real estate market.
2.Risk of illiquidity in the market for real estate-related securities.
3.Risk of investing in developmental real estate or real estate-related rights.
4.Risk of political or economic change in the investment region of investment in offshore real estate or real estate-related rights.
5.Risk of illiquidity in the market for beneficial securities.
6.Risk of change in expected returns on the trust assets.
7.Other risks.
8.Suitability of subscribers (the following texts shall be printed prominently):
A."REIT beneficial securities are not an appropriate investment vehicle for everyone. A subscriber must have sufficient professional knowledge and experience to assess all of the information in this prospectus and the value and risks of the beneficial securities."
B."A subscriber must personally assess the potential influence of the economic environment and other factors on investment returns."
C."A subscriber must possess sufficient financial resources and liquidity to bear all risks associated with beneficial securities."
D.If a REIT fund is of the closed-end type, the trustee may not be requested to effect redemption.
Article 17
The prospectus shall list the following information regarding beneficiaries meetings:
1.Who shall act as convener.
2.Circumstances under which meetings shall be convened.
3.Procedures for convening meetings.
4.Procedures for passage of resolutions.
5.Other items as required by the FSC.
Article 18
The prospectus shall list the following matters of special note:
1.The attorney-issued legal opinion.
2.The summary opinion from the case review filed by the trustee and reviewed by a CPA or attorney.
3.Where the trustee, based on the nature of the trust assets, engages experts possessing professional expertise and extensive experience in a technical, business, or financial area to carry out comparative analysis of, and issue a written opinion on, the future development of the current offering of beneficial securities, it shall disclose the evaluation opinion of such experts.
4.Whether the trustee, and the attorney or CPA, are related parties or substantively related parties as defined in Statement of Financial Accounting Standards No. 6.
5.Supplementary items to be disclosed as notified by the competent authority upon approval of application for the current offering of beneficial securities.
6.A comparison table showing differences and similarities between the REIT contract and the model contract.
7.Any other matters for which supplementary explanation is required.
8.Other items for which the FSC requires disclosure.
Article 19
The following applicable acts and regulations shall be listed:
1.Articles 46-1, 57 through 59, and Article 61, of the Act.
2.Articles 32, 40, 174, and 177 of the Securities Exchange Act.
3.Articles 39 through 41 of the Certified Public Accountant Act.