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Title: Regulations Governing Securities Investment Trust Enterprises CH
Category: Financial Supervisory Commission(金融監督管理委員會)
Chapter 2 Finance
Article 11
A SITE shall allocate a special reserve at a rate prescribed by FSC regulations.
Article 12
The capital of a SITE may not be loaned to others, used to purchase real estate unconnected with SITE business operations, or transferred for other uses. SITE capital not required for business operations shall be restricted to use in the following:
1. Deposit in domestic banks;
2. Purchase of domestic government bonds or financial bonds;
3. Purchase of domestic treasury bills, negotiable certificates of deposit, or commercial bills;
4. Purchase, in a specified ratio, of securities investment trust fund beneficial interest certificates that meet the conditions of FSC regulations;
5. Other uses approved by the FSC.
The permitted scope of investment by SITEs in securities, futures, financial, and other enterprises, and related regulations, shall be prescribed by the competent authority.
Except where it complies with the provisions of Article 16, paragraph 1 of the Company Act and has received FSC approval, a SITE may not provide guarantees, endorse negotiable instruments, or provide assets for use as collateral by others.
Article 12-1
When a SITE invests in any enterprise(s) under paragraph 2 of the preceding article and mainland China area securities investment fund management company(ies), the total amount of its equity investments in all such enterprises may not exceed 40 percent of the SITE's net worth, and shall comply with Article 13 of the Company Act. The restriction to 40 percent of its net worth does not apply, however, where the condition of ad hoc approval is met under the proviso to subparagraph 7 of paragraph 1, Article 25 hereof.
A SITE shall establish mechanisms for management and risk-assessment in connection with its investment in other enterprises, and shall expressly adopt in its internal control system measures for preventing any conflicts of interest that could arise from such investment, and strictly implement such measures, to ensure that the SITE shall not do anything in conflict with or injurious to the rights and interests of any beneficiary or customer.
Article 13
The financial reports of a SITE shall be prepared in accordance with these Regulations and other applicable laws and regulations. Matters not provided for therein shall be governed by generally accepted accounting principles (GAAP).
The GAAP referred to in the preceding paragraph, from the fiscal year of 2013, means the following as recognized by the FSC: International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations developed by the International Financial Reporting Interpretations Committee (IFRIC) or the former Standing Interpretations Committee (SIC).
Within 3 months of the end of any fiscal year, a SITE shall announce and submit to the FSC the annual financial report signed or sealed by the chairperson, managerial officer, and accounting officer, audited and attested by certified public accountants, approved by the board of directors, and recognized by the supervisors.
Unless fewer than 2 full fiscal years have elapsed since the SITE business license was acquired, if the net worth per share of the SITE falls below par value in the financial statements required to be reported under the preceding paragraph, the FSC may order it to take corrective action within a prescribed period of time, and additionally may take the following actions:
1. If the net worth per share is not lower than half of par value, the FSC may restrict the SITE from publicly offering securities investment trust funds. The SITE shall make improvement within 1 year. If no improvement is made within the prescribed time limit, the FSC may restrict it from privately placing securities investment trust funds.
2. If the net worth per share is lower than half of par value, the FSC may restrict the SITE from publicly offering or privately placing securities investment trust funds.
If the SITE has, during a fiscal year, made improvements so that the net worth per share is not lower than par value, it may apply to the FSC to lift a restriction imposed under the preceding paragraph, attaching the CPA-audited and attested financial report for the most recent period.
The annual financial reports referred to in paragraph 3 shall be delivered to the SITCA for submission to the FSC.
Article 14
A securities investment trust fund publicly offered or privately placed by a SITE shall be separate and independent of the SITE’s own assets and the assets of the fund’s custodian institution.
Article 15
A SITE may not itself keep custody of securities investment trust funds, but shall place the funds in the custody of a trust fund custodial institution.
A trust enterprise concurrently operating securities investment trust business may keep custody of a securities investment trust fund under any of the following conditions:
1. The fund is a privately placed securities investment trust fund.
2. For each publicly offered securities investment trust fund, the enterprise has a trust supervisor who is also capable of fulfilling the duties pertinent to trust fund custodial institutions set out in the Trust and Consulting Act and laws and regulations adopted pursuant to that Act, as well as the duties set out in Article 62, paragraph 3 of the Regulations Governing Securities Investment Trust Funds.
Where subparagraph 2 of the preceding paragraph applies, then prior to application for or notification of the public offering of a securities investment trust fund, the enterprise shall draft concrete plans, to be submitted for FSC approval, covering the method of selection of the trust supervisor and the execution by the trust supervisor of duties commensurate with those of a trust fund custodial institution.
The provisions of Article 22 of the Trust and Consulting Act and Article 59 of the Regulations Governing Securities Investment Trust Funds shall apply mutatis mutandis to the trust supervisor referred to in paragraph 2, subparagraph 2 above.
Article 16
Except where otherwise provided in these Regulations, a SITE that publicly offers or issues securities in connection with a capital increase or decrease shall do so in accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers.
The FSC will separately announce the application forms and the regulations pertinent to the issuance of securities in connection with a capital increase or decrease by a SITE that has no publicly issued shares.
Article 17
A SITE applying to carry out a capital decrease through the cancellation of capital stock shall meet the following requirements, unless otherwise provided by the FSC:
1. The SITE's financial statements for the preceding fiscal year or half-year shall be CPA audited and attested, issued with an unqualified opinion, and show a sound financial condition with no losses or accumulated deficits.
2. The SITE shall have implemented any suggestions for improving the internal control system issued by the CPA during auditing and attestation in the preceding fiscal year or half-year.
3. The SITE shall have received no disposition under Article 103, subparagraphs 2-5 of the Trust and Consulting Act or Article 66, subparagraphs 2-4 of the Securities and Exchange Act during the preceding 3 years, provided that this condition shall not apply when the SITE has made concrete improvement with respect to its violation and the improvement has been recognized by the FSC.
The amount of capitalization after a reduction in capital through the cancellation of capital stock by the SITE may not be lower than the minimum paid-in capital prescribed by the Standards Governing the Establishment of Securities Investment Trust Enterprises; the SITE's net worth after the capital decrease, except where otherwise prescribed by the FSC, may not be lower than NT$900 million.
Article 17-1
When a SITE distributes surplus earnings or offsets loss, it shall do so based on the financial report audited by certified public accountants.
Article 18
(deleted)