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Chapter Law Content

Title: Securities Investment Trust and Consulting Act CH
Category: Financial Supervisory Commission(金融監督管理委員會)
Chapter IV Securities Investment Trust and Consulting Enterprises
Section II Securities Investment Trust Enterprises
Article 73
(Prohibition of Concurrent Service by Directors, Supervisors, or Shareholders and of Service by Those with a Relationship of Affiliated Enterprise)
A director or supervisor of a securities investment trust enterprise or a shareholder holding 5 percent or more of the total issued shares thereof may not concurrently serve as a promoter of any other securities investment trust enterprise or as a shareholder holding 5 percent or more of the total issued shares thereof.
One that has a relationship of affiliated enterprise as defined under Chapter VI-I of the Company Law with respect to a director, supervisor or shareholder holding 5 percent or more of the issued shares of a securities investment trust enterprise may not serve as a promoter, director, or supervisor, or a shareholder holding 5 percent or more of the total issued shares, of another securities investment trust enterprise.
Where non-compliance with the preceding two paragraphs results from a merger, adjustments shall be made to effect compliance within one year from the date of merger.
Shares held by the shareholder's spouse or minor children or held under others' names shall be included in calculation of shareholdings of five percent or more of total issued shares under paragraphs 1 and 2 above.
Article 74
(Qualifications of Promoters)
The promoters operating a securities investment trust enterprise shall meet certain qualification requirements; among the promoters shall be a fund management institution(s), bank(s), insurance company(ies), financial holding company(ies), securities firm(s), or other institution(s) recognized by the Competent Authority, and the combined share subscribed thereby shall be not less than 20 percent of the first issue of shares; before any transfer of shareholdings by such promoter(s), the securities investment trust enterprise shall file an advance report of such transfer with the Competent Authority for recordation.
Qualification requirements for promoters referred to in the preceding paragraph shall be prescribed by the Competent Authority.
A securities investment trust enterprise shall have one or more shareholder meeting the qualification requirements referred to in the preceding two paragraphs, whose total shareholdings (excluding shareholdings from distributions of new shares for employee bonuses, or from issuance of new shares reserved for subscription by employees, or shareholdings meeting certain conditions) may not be less than 20 percent of the total issued shares; before any transfer of shareholdings by such shareholder(s), the securities investment trust enterprise shall file an advance report of such transfer with the Competent Authority for recordation.
"Certain conditions" in the preceding paragraph shall be defined by the Competent Authority.
Article 75
(Restriction on Combined Shareholding With Respect to a Single Shareholder)
The total combined shares held by a single securities investment trust enterprise shareholder other than one meeting the qualification requirements in the preceding article, related parties of the shareholder, and any other persons under whose name the shareholder holds shares, may not exceed 25 percent of the total issued shares of the company.
The scope of related parties referred to in the preceding paragraph shall be prescribed by the Competent Authority.
Article 76
(Professional Technology Transfer)
A promoter of a securities investment trust enterprise may not, within one year from the date of the company's incorporation, concurrently serve as a promoter of another securities investment trust enterprise.
A promoter of a securities investment trust enterprise who has served as promoter in accordance with the qualifications set forth under Article 74 may not serve as a promoter of any other securities investment trust enterprise within three years from the date of issuance of the business license of that securities investment trust enterprise by the Competent Authority.
Article 77
(Restriction on Trading of Corporate Stock or Equity Derivatives)
From the time that the securities investment trust enterprise decides to utilize the securities investment trust fund to engage in any type of corporate stock or equity derivative trade until such time as the securities investment trust fund no longer holds that corporate stock or equity derivative, no responsible person, department supervisor, branch unit manager, or fund manager of the securities investment trust enterprise, him or herself or his or her spouse, minor child, or other person in whose name he or she transacts, may engage in trading such corporate stock or equity derivative; provided, this restriction shall not apply where otherwise provided by the Competent Authority.
A responsible person, department supervisor, branch unit manager, fund manager, or related party thereof, of a securities investment trust enterprise who engages in trading of any corporate stock or equity derivative shall report the circumstances of the trade to the securities investment trust enterprise as provided by the Competent Authority.
The scope of "related persons" in the preceding paragraph shall be defined by the Competent Authority.
Article 78
(Decision Making in Which Insiders May Not Participate and Positions in Which They May Not Serve)
A responsible person of a securities investment trust enterprise and its department supervisors, branch unit managers, fund managers, or spouses thereof, when acting as a director, supervisor, manager, or shareholder with 5 percent or more of the total issued shares, of a securities issuing company may not participate in decision making when the securities investment trust enterprise utilizes the securities investment trust fund to trade in the securities of such issuing company.
A securities investment trust enterprise and its responsible persons, department supervisors, branch unit managers, fund managers, or shareholder's representative in a share issuing company from which the securities investment trust enterprise purchases stock may not assume a position as a director, supervisor, or manager of an issuing company from which the securities investment trust fund purchases stock; provided, this restriction shall not apply where otherwise provided by the Competent Authority.
The responsible persons, department supervisors, or branch unit managers of a securities investment trust enterprise may not invest in any other securities investment trust enterprise or concurrently act as a director, supervisor, or manager of another securities investment trust enterprise, securities investment consulting enterprise, or securities firm; provided, this restriction shall not apply where otherwise provided by the Competent Authority.
Paragraph 4 of Article 73 shall apply mutatis mutandis to the calculation of the shareholding of shareholders with 5 percent or more of the total issued shares under paragraph 1.
Article 79
(Mutatis Mutandis Application of Provisions Concerning Directors and Supervisors)
Where a director or supervisor of a securities investment trust enterprise is a corporate shareholder, the provisions of this Act concerning directors and supervisors shall apply mutatis mutandis to the performance of duties by its representative or designated representative.
Where a position of director or supervisor in a securities investment trust enterprise is held by a representative of a corporate shareholder, the provisions of this Act concerning directors and supervisors shall apply mutatis mutandis to the corporate shareholder.
Article 80
(Credit Rating and Deposit of an Operation Bond)
As necessary for purposes of protecting the public interest or beneficiaries' rights and interests, the Competent Authority may order a securities investment trust enterprise or a securities investment trust fund managed by it to obtain a credit rating from a credit rating institution approved or recognized by the Competent Authority.
As necessary for purposes of protecting the public interest or beneficiaries' rights and interests, the Competent Authority may order a securities investment trust company meeting certain conditions to deposit an operation bond; those certain conditions, the method of deposit of the operation bond, the deposit rate, conditions for withdrawing the deposit, custody of the bond, and the method of its utilization shall be prescribed by the Competent Authority.
Article 81
(Public Announcement, and Definition, of Matters that Materially Affect the Rights and Interests of Beneficiaries)
A securities investment trust enterprise shall publicly announce and report to the Competent Authority any matter that materially affects the rights and interests of beneficiaries within two days from the occurrence of the fact.
"An matter that materially affects the rights and interests of beneficiaries" in the preceding paragraph shall be defined by the Competent Authority.
Article 82
(Provisions Excluded from Application)
The provisions of Articles 73 to 76 do not apply to other enterprises concurrently operating securities investment trust enterprises, unless the Competent Authority provides otherwise for purposes of protecting the public interest or preserving market order.