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Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Trust Enterprises with TWSE Listed Beneficial Certificates and Offshore Fund Institutions  CH

Amended Date: 2014.06.16 
Categories: Primary Market > Management > Information Disclosure
1     These Procedures are adopted pursuant to Article 2 of the Listing Contract for Beneficial Certificates entered into by the Taiwan Stock Exchange Corporation ("TWSE") and a securities investment trust enterprise ("SITE") or a futures trust enterprise, and Article 2 of the Listing Contract for Offshore Exchange-Traded Funds entered into by the TWSE and an offshore fund management institution or its designated institution (collectively, "offshore fund institution").
2     In these Procedures, "material information regarding a SITE or futures trust enterprise" means any of the matters listed below that arises with respect to the SITE or futures trust enterprise, or with respect to a listed security investment trust fund or futures trust fund associated therewith:
  1. The SITE or futures trust enterprise, or a trust fund thereof, has a negotiable instrument dishonored due to insufficient funds, been blacklisted by a financial institution, or has otherwise experienced a loss of creditworthiness.
  2. A litigious or non-litigious matter, administrative disposition, administrative litigation, or a motion for provisional attachment or provisional injunction or enforcement thereof, results from business operations or from the execution of job duties by an associated person, and has a material effect on financial or business affairs.
  3. An application for reorganization is filed in court.
  4. There is a change of chairman, general manager, a juristic-person director or supervisor or representative thereof, one-third or more of the directors or supervisors, or there is any subsequent change to the aforesaid personnel.
  5. For a reason other than an internal adjustment at the accounting firm of the attesting CPA, there is a change of attesting CPA for the SITE or futures trust enterprise, or for a securities investment trust fund or futures trust fund managed thereby.
  6. The board of directors resolves to suspend or resume operations.
  7. The board of directors resolves in favor of dissolution or merger; or the board of directors, having resolved in favor of merger, subsequently voids the merger resolution during the merger execution process; or a merger is not completed by the contractually stipulated date.
  8. The board of directors resolves to transfer all, or a major portion of, the business or assets.
  9. The board of directors resolves to accept transfer of all, or a major portion of, the business or assets of another party.
  10. The SITE or futures trust enterprise is dissolved, or its approval voided or revoked, or it mismanages a securities investment trust fund or futures trust fund, and for this reason another SITE or futures trust enterprise approved by the Financial Supervisory Commission (FSC) assumes its relevant business or a fund transferred therefrom; or the competent authority arranges for another SITE or futures trust enterprise to do so; or its securities investment trust contract or futures trust contract is terminated because no other SITE or futures trust enterprise is willing to assume them.
  11. Amendment of a securities investment trust contract or futures trust contract.
  12. A change of the SITE, futures trust enterprise, or custodian institution.
  13. Termination of a securities investment trust contract or futures trust contract , or the handling of post-termination matters.
  14. Matters regarding the distribution of residual asset after liquidation of a fund, and the liquidation results.
  15. Matters regarding the convening of a general meeting of beneficial owners, and the content of its resolutions.
  16. Purchase of real estate from a related party.
  17. Matters regarding resolutions by the board of directors to distribute fund income.
  18. Other matters sufficient to influence the continued operations of the company, or the rights and interests of the beneficial owners of any securities investment trust fund or futures trust fund it manages.
    "Related party" in subparagraph 16 of the preceding paragraph means a juristic person controlled by the same party as the SITE or futures trust enterprise, or with which it has a relationship of mutual control.
    If a SITE has listed with a linked exchange-traded fund (ETF) that meets the requirements set forth in Article 37, paragraph 4, of the Regulations Governing Securities Investment Trust Funds, then in addition to the matters set forth in each subparagraph of the preceding paragraph, material information regarding the SITE also includes the occurrence of any of the following matters with respect to the linked offshore ETF or offshore fund institution:
  1. The approval of the offshore ETF is voided, or its investment activities restricted, by the competent authority of its place of registration.
  2. The offshore fund institution is unable to continue to conduct the relevant business due to dissolution, suspension of business, transfer of business, merger or acquisition, cessation of business, voidance or revocation of its permit under laws or regulations of the country where it is located, or other similar material event.
  3. The offshore fund institution is subject to any disposition by its competent authority.
  4. Trading of the offshore ETF is suspended or resumed.
  5. There is any material change to the finances or business of the offshore fund institution.
  6. Any material matter occurs with respect to the underlying index of the offshore ETF that has a material impact on investor interests, or the offshore ETF's underlying index is changed with the approval of the competent authority of its place of registration.
  7. A financial report announced by the offshore ETF pursuant to the laws and regulations of its place of registration or the country in which it is listed.
  8. Any information that an offshore ETF is required to immediately report under the laws and regulations, or under the rules and bylaws of the exchange, of its place of registration or the country in which it is listed, or any other matter having a material impact on investor interests.
    In these procedures, "material information regarding an offshore fund institution" means any of the matters listed below that arises with respect to the offshore fund institution, general agent, or listed offshore exchange-traded fund:
  1. Any matter required to be publicly announced and reported as set forth in the subparagraphs of paragraphs 1 and 4, Article 12, of the Regulations Governing Offshore Funds adopted by the competent authority of Taiwan.
  2. Any material event required to be reported immediately under the laws and regulations, or under the rules and bylaws of the securities exchange, of the place of registration of an offshore exchange-traded fund.
3     If a situation set out in any of the subparagraphs of the preceding article arises, the SITE, the futures trust enterprise, or the master agent of the offshore fund institution shall input the relevant information into the TWSE-designated Internet reporting system prior to the beginning of trading hours on the first business day following either the date of occurrence or the date on which it is reported upon in the mass media, provided that where a news release is issued prior to that time, the relevant information shall be input at the same time. If a SITE, a futures trust enterprise, or the master agent of an offshore fund institution discovers that there has been a mass media report regarding a situation set forth in any of the subparagraphs of the preceding article, or that matters reported are factually inaccurate, it shall input an explanation regarding that information into the TWSE-designated Internet reporting system prior to the first business day after the day on which the media report is published.
    If trading of an offshore ETF is suspended under Article 12, paragraph 1, subparagraph 5 of the Regulations Governing Offshore Funds, the offshore ETF's master agent, upon becoming aware of such situation, shall immediately input the relevant information into the TWSE-designated Internet reporting system.
    The deadline for the reporting referred to in the preceding paragraph by the master agent of the offshore fund institution referred to in the preceding two paragraphs shall be based on Taiwan time, and the report content shall be in the Chinese language, provided that the reporting deadline may, with the approval of the TWSE, be extended if the master agent of the offshore fund institution, with special reason, is unable to report in accordance with the deadline under this paragraph.
4     If the TWSE discovers, either on its own or from information faxed by an investor (Attachment 1) making an inquiry with the TWSE, that a SITE, futures trust enterprise, or offshore fund institution has failed to report material information set out in Article 2, the TWSE may, as it deems necessary, fill out a "Public Disclosure Statement of Material Information by a Trust Enterprise with Listed Beneficial Certificates or Offshore Fund Institution, Form 1," (Attachment 2) furnishing the source and content of the information, and query the spokesperson or deputy spokesperson of the SITE or futures trust enterprise, or the master agent of the offshore fund institution, by facsimile or telephone. The SITE, futures trust enterprise, or offshore fund institution shall input an explanation regarding the inquiry into the TWSE-designated Internet reporting system prior to the deadline set by the TWSE.
    "Prior to the deadline set by the TWSE" in the preceding paragraph means if the SITE, the futures trust enterprise, or the master agent of the offshore fund institution receives a TWSE inquiry by facsimile or telephone before 12:30 p.m. on a given business day, it shall input the explanation into the TWSE-designated Internet reporting system prior to market close; if the SITE, the futures trust enterprise, or the master agent of the offshore fund institution receives the TWSE's inquiry by facsimile or telephone after 12:30 p.m. on a given business day, it shall input the required explanation into the TWSE-designated Internet reporting system prior to 5 p.m. on the same day, provided that the reporting deadline may, with the approval of the TWSE, be extended if the master agent of the offshore fund institution, with special reason, is unable to report in accordance with the deadline under this paragraph.
    The written investor inquiry of paragraph 1 shall be filled out with the investor's true name, national ID number, address, and contact telephone number. The TWSE may use either the original document or a summary thereof in directing inquiries to the SITE, the futures trust enterprise, or the master agent of the offshore fund institution during normal business hours.
5     To ensure the accuracy and universal availability of information, a SITE, a futures trust enterprise, an offshore fund institution, or the master agent of the offshore fund institution may not privately announce any information prior to a public announcement of material information.
    Material information reported by a SITE, a futures trust enterprise, or the master agent of an offshore fund institution shall state in detail what has occurred and why. It shall further estimate the impact thereof, and indicate the measures to be taken in response.
6     If a SITE, a futures trust enterprise, or the master agent of an offshore fund institution is unable for any other reason to input material information into the TWSE-designated Internet reporting system and instead uses a "Public Disclosure Statement of Material Information by a Trust Enterprise with Listed Beneficial Certificates or Offshore Fund Institution, Form 2" (Attachment 3) to report material information, the TWSE may publicly announce such material information in accordance with applicable requirements or disclose it through the TWSE information transmission system. The TWSE may also transmit photocopies of the aforesaid form to securities brokers for public posting at their place of business, and display it at the TWSE Public Relations Office for reference by the investing public.
7     Where a SITE, a futures trust enterprise, offshore fund institution, or the master agent of the offshore fund institution violates these Procedures, the TWSE may, as the situation merits, impose a penalty of NT$30,000. Where additional disclosure is required, the TWSE shall notify the SITE, the futures trust enterprise, or the master agent of the offshore fund institution in writing to do so within 2 days from the date on which such written notification is received. Where that deadline is not met, the TWSE may impose a penalty of NT$10,000 per day until the date on which such disclosure is made. Where a penalty is imposed, the trustee institution shall remit payment to the TWSE Finance Department within 5 days after the date on which it receives notification thereof.
8     These Procedures, and any amendments hereto, shall be publicly announced and implemented after approval and recordation by the competent authority.