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Chapter Law Content

Chapter III Content of the Prospectus for REAT Beneficial Securities
Article 20
The content prepared for the prospectus for REAT beneficial securities shall record the information listed below:
1.A profile of the beneficial securities.
2.A profile of trust assets.
3.A profile of the trustee and listing of its duties.
4.A profile of the real estate management institution and listing of its duties.
5.A profile of the trustor and professional appraiser.
6.A profile of the arranger and listing of its duties.
7.A profile of operations and management personnel.
8.Utilization of borrowed funds and idle funds.
9.The credit rating of the beneficial securities and the means of credit enhancement.
10.Disclosure of investment risks.
11.Beneficiaries meetings.
12.Matters of special note.
13.Applicable acts and regulations.
14.Other items as required by the FSC.
Article 21
The profile of the beneficial securities shall record the information listed below:
1.Issuance date and maturity date of the beneficial securities.
2.The reference number and date of the competent authority's approval document.
3.Total issuance amount, and total number of units.
4.Distribution method of the trust principal, and all profits, interest, and other returns generated thereby, as well as the seniority, duration, and terms and conditions of issuance of the beneficial securities. If different types or durations are issued, they shall be recorded separately.
5.The price and fees per unit purchased.
6.Type, location, and appraised value of trust assets.
7.Payments to trustee for reimbursement of disbursements and compensation for losses.
8.Trustee remuneration, and the types, calculation method, payment schedule, and payment method thereof.
9.Criteria for determining whether or not the beneficial securities have been properly offered, and the method by which matters will be handled if they are not properly offered.
10.Tax-related requirements.
11.Related rights and transfer limitations of beneficiaries.
12.Important contractual stipulations.
13.Process for handling the loss of beneficial securities.
14.Other items as required by the FSC.
Article 22
The profile of trust assets shall record the following:
1.The types of trust assets and their location, property area, land use category, zoning status, statutory use, permits or controls on usage, content of rights (ownership, scope of rights, and a record of the creation of any encumbrance), date the assets were originally acquired by the trustor, the party from whom the assets were acquired (name and relationship) and the acquisition cost, and litigated and non-litigated matters with a material impact upon the rights and interests of beneficiaries.
2.Usage status and conditions, method of disposal after termination of the lease, and important stipulations.
3.Other important information on the trust assets, provided by the trustor pursuant to Article 29, paragraph 3 of the Act.
4.The value of the trust assets, as appraised by a professional appraiser, and the principal content of the appraisal report issued pursuant to Article 34 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 trustor or trustee for the purposes of Statement of Financial Accounting Standards No. 6.
5.Whether any mortgages on trust assets have been cancelled. Where a mortgage is not canceled, indicate whether the trustor has furnished a letter of consent from the mortgagee notarized by a notary public stating that the mortgage rights will not be invoked for the duration of the trust agreement.
6.Trust asset encumbrances, and how such encumbrances are handled.
7.How considerations received from subscribers for the offering of beneficial securities are utilized by the trustee.
8.Methods for the management and disposal of trust assets.
9.Valuation method and basis of assessment for expected returns on trust assets, and an expert opinion stating that such trust assets already generate a steady income and are fairly priced. In addition, state whether the expert and the trustee or trustor are related parties or substantively related parties as defined in Statement of Financial Accounting Standards No. 6.
10.Where a trustor is an interested party of the trustee, provide an explanation of the trustee's transaction handling procedure and internal control methods.
11.After the trust is terminated, indicate the fee burdens on, and disposal method of, trust assets (whether they will be returned to the trustor, and related arrangements).
12.Indicate whether the annual depreciation expense for buildings will be calculated, pursuant to the provisions of Article 53 of the Act, by extending by one-half the service life set forth in the Table of Service Life of Fixed Assets.
13.Other items as required by the FSC.
Article 23
The profile of the trustor and professional appraiser shall record the information listed below:
1.Profile of the trustor:
A.For a trustor that is a juristic person, record the company profile (showing the establishment date, lines of business, and credit rating), enterprise organization, diagram of affiliated enterprises, operational status, financial status, share of trust assets held, whether it is an interested party of the trustee, and any penalties received.
B.For a trustor that is an individual, record the full name, proportion of trust assets held, and whether he/she is an interested party of the trustee.
C.The content of the public announcement made by the trustor pursuant to Article 30, paragraph 3 of the Act, and whether creditors have declared any objections.
2.Profile of the professional appraiser: Include the name, principal employment (academic) experience, qualifications, and any penalties received in the most recent five years. Also state whether the professional appraiser and its appraisal personnel are related parties, or substantively related parties, of the trustor or trustee as defined in Statement of Financial Accounting Standards No. 6.
3.Other items as required by the FSC.
Article 24
The investment risk disclosure shall list the following risk factors:
1.Risk of illiquidity in the market for beneficial securities.
2.Risk of illiquidity in the real estate market.
3.Risk of change in expected returns on the trust assets.
4.Risk of over-concentration of trust assets.
5.Risk of interest rate fluctuation.
6.Other risks.
7.Suitability of subscribers (the following texts shall be printed prominently):
A."REAT beneficial securities are not an appropriate investment vehicle for everyone. A subscriber should have sufficient professional knowledge and experience to assess the value and the risks of the beneficial securities and all of the information included in this prospectus.
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."
Article 25
The prospectus shall list the following matters of special note:
1.The concluding opinion of the securities underwriter's evaluation report.
2.The attorney-issued legal opinion.
3.The summary opinion from the case review filed by the trustee and reviewed by a CPA or attorney.
4.Where the trustee, based on the nature of the trust assets, has engaged an expert 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 expert's evaluation opinion.
5.Whether the trustee and the securities underwriter, attorney, or CPA that issued the evaluation opinion is a related party or substantively related party of the trustor or trustee as defined in Statement of Financial Accounting Standards No. 6.
6.Supplementary items to be disclosed as notified by the competent authority upon approval of application for the current offering of beneficial securities.
7.A declaration by the REAT trustor that the documents it provided to the trustee contain no misrepresentations or nondisclosures.
8.Any other matters for which supplementary explanation is required.
9.Other items for which the FSC requires disclosure.
Article 26
The provisions of Article 10, Article 11, Article 11-2, Article 12, Article 13, Article 15, Article 17, and Article 19 apply mutatis mutandis to REAT beneficial securities.
The profile of the real estate management institution under Article 11, and the profile of the arranger under 11-2, as applicable mutatis mutandis to the prospectus for REAT beneficial securities referred to in the preceding paragraph shall include whether the real estate management institution and the arranger are interested parties of the trustor and the principles for preventing and handling any relevant conflicts of interest.