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Chapter Law Content

Title: Regulations Governing Futures Trust Enterprises CH
Category: Financial Supervisory Commission(金融監督管理委員會)
Chapter II Finances
Article 17
Upon completion of company registration, a futures trust enterprise shall deposit an operating bond of NT$25 million with a financial institution designated by the competent authority.
The financial institution referred to in the preceding paragraph shall be a bank that is approved by the competent authority to operate custodial business, and meets the conditions prescribed by the competent authority.
The operating bond referred to in paragraph 1 shall be deposited in the form of cash, government bonds, or securities with a credit rating at a specific level or higher from a credit rating agency approved or recognized by the competent authority.
The futures trust enterprise may not deposit in divided custody, report loss of, or otherwise cancel the deposited operating bond, nor may any security interest be created on any asset or underlying of the deposit or on the custody receipt therefor, nor, without the approval of the competent authority, may any asset or underlying of the deposit be withdrawn or replaced.
Article 18
A futures trust enterprise shall allocate a special reserve at a certain rate in accordance with the requirements set out by the competent authority.
Article 19
The funds of a futures trust enterprise may not be loaned to others, used to purchase real estate not intended for business use, or otherwise used for other non-designated purposes. If used for purposes other than those necessary for the operation of business, the funds may be used only in the following manner:
1. deposits in domestic banks;
2. to purchase domestic government bonds or securities with a credit rating at a specific level or higher from a credit rating agency approved or recognized by the competent authority.
3. to purchase domestic treasury bills, negotiable certificates of deposit, commercial paper, or other approved short-term bills;
4. to purchase beneficial certificates of futures trust funds or securities investment trust funds, where such purchase meets the conditions and specified ratios prescribed by the competent authority.
5. for such other purposes as may be approved by the competent authority.
Except as in compliance with Article 16, paragraph 1 of the Company Act and with approval by the competent authority, the futures trust enterprise may not provide guarantees, endorse negotiable instruments, or provide property for use as collateral by others.
Article 20
A futures trust enterprise shall prepare financial reports in accordance with regulatory requirements, and, within three months of the end of each fiscal year, make known to the public and file with the competent authority an annual financial report that has been audited and attested to by a CPA as approved by the competent authority pursuant to Article 37, paragraph 1 of the Securities and Exchange Act and has been approved by the board of directors and recognized by the supervisors.
The filing of the annual financial report referred to in the preceding paragraph shall be made by sending the financial report to the Association for forwarding to the competent authority.
Article 21
A futures trust fund offered by a futures trust enterprise shall be separate and independent of the enterprise's and the fund custodian's own property.
Article 22
A futures trust enterprise shall maintain the assets of a futures trust fund in the custody of a fund custodian, and not in its own custody.
A trust enterprise concurrently operating a futures trust enterprise may maintain the assets of a futures trust fund in its own custody under either of the following circumstances:
1. If the futures trust fund is offered to persons meeting the qualification requirements fixed by the competent authority, as provided in Article 2, subparagraph 1.
2. If there is a trust supervisor for each futures trust fund offered to unspecified persons, and the trust supervisor is capable of fulfilling the duties pertinent to a fund custodian as set out in the Regulations Governing Futures Trust Funds.
Before applying to offer a futures trust fund to which subparagraph 2 of the preceding paragraph applies, the futures trust enterprise shall prepare documentation specifying how the trust supervisor will be selected or appointed and a concrete plan of how the trust supervisor will fulfill the duties commensurate with those of a fund custodian, and shall submit the documentation to the competent authority and obtain its approval.
The provisions of Article 66 of the Regulations Governing Futures Trust Funds shall apply mutatis mutandis to the trust supervisor referred to in paragraph 2, subparagraph 2 above.
Article 23
In addition to complying with the provisions of these Regulations, a futures trust enterprise that increases its capital through an offer and issue of securities, or that reduces its capital, shall do so in compliance with the provisions of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers.
The application documents to be submitted by, and the regulations applicable to, a futures trust enterprise that is not a public company and that intends to increase its capital through issue of securities or that intends to reduce its capital, shall be as announced by the competent authority.
Article 24
Except as otherwise prescribed by the competent authority, a futures trust enterprise applying to carry out a capital reduction through return of capital shall comply with the following requirements:
1. Its financial reports for both the most recent fiscal year and fiscal half-year have been audited and attested to by a CPA who has issued an unqualified opinion thereon, and the enterprise has good financial standing with neither losses nor accumulated deficit.
2. It has, during the most recent fiscal year or fiscal half-year, as the case may be, truly and faithfully implemented the improvements recommended in the written recommendations for improvements to internal controls issued by the CPA upon auditing and attestation.
3. It has not been sanctioned under Article 100, paragraph 1, subparagraphs 2 to 4 of the Act, Article 103, subparagraphs 2 to 5 of the Securities Investment Trust and Consulting Act, or Article 66, subparagraphs 2 to 4 of the Securities and Exchange Act during the most recent 3 years. This restriction does not apply, however, if such a violation has already been specifically corrected, and the correction has been recognized by the competent authority.
The futures trust enterprise's amount of capitalization after the capital reduction through return of capital shall be no less than the minimum paid-in capital set out in Article 11 of the Standards Governing the Establishment of Futures Trust Enterprises, and, except as otherwise prescribed by the competent authority, its net worth after the capital reduction shall be no less than NT$900 million.
Article 25
As needed in response to any event under the proviso to paragraph 1 of Article 74 of the Regulations Governing Futures Trust Funds or stipulation concerning block redemption of beneficial certificates under the terms of the futures trust agreement, a futures trust enterprise may arrange for a loan from a financial institution using any assets of the futures trust fund as collateral, subject to a borrowing limit determined by the shortfall for payment of the redemption price.
The term "shortfall for payment of the redemption price" in the preceding paragraph refers to the balance of total current assets plus the issue amount for the current day's subscription of beneficial certificates, and minus the minimum liquidity reserve required to be maintained and the current day's total redemption price of beneficial units.
During the term of a loan taken out by the futures trust enterprise pursuant to paragraph 1, any beneficial owner applying for redemption shall pay 2% of the redemption price as the redemption fee, which shall be allocated into the assets of the futures trust fund.
The interest expense for a loan under paragraph 1 shall be borne by the futures trust enterprise, and the loan agreement shall expressly state that the borrowed amount shall be transferred directly to the designated account of the futures trust fund.
When arranging for a loan, the futures trust enterprise shall give pubic notice in the manner stipulated by the futures trust agreement, and shall also give public notice at the end of the loan term.
The futures trust enterprise arranging for a loan under paragraph 1 shall document in writing the processes in which relevant loan decisions are made, and keep the documents on file for a period of not less than 5 years.