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Taiwan Stock Exchange Corporation Procedures for Consigned Services of Public Offering of Exchange-Traded Funds by Securities Investment Trust Enterprises  CH

Announced Date： 2024.12.31 (Articles 1, 2, 3, 5, 9-1, 10 amended,English version coming soon)
Current English version amended on 2023.12.29 
Article Content Content Search Article No. Search Legislative History Chinese
Article 1     These Procedures are established in order to handle cases consigned to the Taiwan Stock Exchange Corporate (TWSE) by the Financial Supervisory Commission, R.O.C. (Taiwan) (the Competent Authority) based on its administrative authority pursuant to the 14 December 2023 Letter No. Financial-Supervisory-Securities-SITC-1120153636 of the FSC and Article 3-1 of the Regulations Governing the Public Offering of Securities Investment Trust Funds by Securities Investment Trust Enterprises (the Regulations).
Article 2     When consigned to provide services of public offering of the exchange-traded funds as described in the following subparagraphs by securities investment trust enterprise (SITE), the TWSE shall act in accordance with the Regulation and other applicable laws:
  1. Registration of additional offering to take effect in seven business days.
  2. Registration of offering for domestic investment only to take effect in 12 business days (excluding funds with the themes of environmental, social and governance topics).
  3. Application for extended offering of the above cases.
Article 3     For cases as referred to subparagraphs 1 and 2 of the preceding article, a SITE shall file the registration to the TWSE by submitting the Registration Form for SITE’s Public Offering or Additional Offering of Securities Investment Trust Funds (Schedule 1) and the Checklist for Application/Registration of SITE’s Public Offering of Exchange Traded Funds (Schedule 2), as applicable based on the nature of a case, stating the information to be included, together with the required documents.
    If a SITE has major changes to its finance or business after its registration to the TWSE in accordance with the preceding paragraph and before the registration takes effect, or the information in the registration documents is changed to such an extent the offering plan is materially impacted, the SITE shall report the changes to the TWSE within two days after occurrence of the change, and shall have lawyers or certified public accountants, as applicable, to issue an opinion on the impact on the offering plan to be submitted to the TWSE.
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Article 4     After accepting a case as referred to in the preceding paragraph, the responsible personnel the TWSE shall take the following actions:
  1. Review the schedules to the registration form, information contained in the documents submitted and the contents to determine if all required information has been submitted.
  2. Review the examination opinion issued by the Securities Investment Trust and Consulting Association of R.O.C. (SITCA) and the lawyer’s opinion contained in the registration document to determine if there are any major irregularities.
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Article 5     Except where the circumstances described in Article 6 or 7 of these Procedures exist, all registration cases shall take effect upon expiration of the following period after the TWSE’s receipt of the application form:
  1. For offerings described in Article 12, paragraph 3, subparagraph 1 of the Regulations: 12 business days.
  2. For additional offerings described in Article 12, paragraph 3, subparagraph 3 of the Regulations: seven business days.
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Article 6     If a registration case has one of the following circumstances, the TWSE may cause its registration not to take effect:
  1. Registration documents are incomplete or not all required information is provided in these documents.
  2. There are circumstances as described in Article 3, paragraph 2 of these Procedures.
  3. Where the TWSE deems it necessary for protection of public interest.
    Where a registration case has the circumstances described in subparagraph 1 or 2 of the preceding paragraph, if the SITE has voluntarily provided supplemental documents or information as required before the TWSE notifies to have its registration not to take effect, the registration shall take effect upon expiration of the period specified in the preceding paragraph after the TWSE’s receipt of the supplemental documents.
    From the date of arrival of the letter to cause a registration not to take effect, the SITE may submit supplemental information to the TWSE based on the reason for causing the registration not to take effect and request to remove the order to have the registration not to take effect. If the TWSE is not requesting further information or returning the case, the registration shall take effect upon expiration of the period specified in the preceding paragraph after the TWSE’s receipt of the supplemental documents.
    The TWSE may return a case if the SITE fails to request to remove the order to have the registration not to take effect, or despite of its request the original reason for causing the registration not to take effect still exists within the 12 business days from the arrival of the letter to cause a registration not to take effect in the first paragraph.
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Article 7     The TWSE may return a registration case if it has one of the following circumstances:
  1. The registration is in violation of law to such an extent offering or additional offering of securities investment trust funds would be compromised.
  2. Where an application/registration case has been returned, disapproved, dismissed, revoked by the Competent Authority, the TWSE, Taipei Exchange (TPEx) or Taiwan Depository & Clearing Corporation (TDCC), or voluntarily withdrawn, the SITE files registration of offering or additional offering of securities investment trust funds within three months after the date of its receipt of the notice by the Competent Authority, the TWSE, TPEx or TDCC.
  3. The application/registration case submitted by the SITE to the Competent Authority, the TWSE, TPEx or TDCC has not been approve or taken effect.
  4. Based on the registration documents provided by the SITE, there is a fact that proves unfeasibility of accomplishment of the offering plan.
  5. The plan for offering of securities investment trust funds has not been included in the agenda to be submitted to the board of directors for resolution or approval.
  6. The registration documents submitted are incomplete or not all required information is provided in these documents, and no supplemental information is provided as requested within the specified time frame as notified by the TWSE.
  7. The financial reports of the SITE or the securities investment trust funds it manages are not prepared in accordance with the applicable law or generally accepted accounting principle, and the violation is material.
  8. Design or implementation of the internal control system of the SITE is materially defective.
  9. The most recent net worth per share of the SITE is lower than the face value; except where less than two full fiscal years have passed after the SITE has received its SITE business license.
  10. The Competent Authority suspends acceptance of its application/registration for offering of securities investment trust funds in accordance with the Securities Investment Trust and Consulting Act (SITCA), and the suspension period has not expired.
  11. The offering of securities investment trust funds in question is not adequately separated from the existing securities investment trust funds in terms of fundamental investment guidelines and scope, or the underlying investments are apparently inappropriate.
  12. A material violation of the securities regulations or securities investment trust contracts.
  13. The case that has been approved or taken effect where the SITE has issued a statement certifying the information contained in the application/registration documents for offering or additional offering of securities investment trust funds is accurate and complete to the Competent Authority, the TWSE, TPEx or TDCC was found to have material errors, omissions, contain false information or conceal information in the most recent year.
  14. Where the TWSE otherwise deems it necessary for protection of public interest.
Article 8     After the registration for offering of exchange-traded funds takes effect, the SITE shall, pursuant to Article 7, paragraph 2 of the Regulations, start the offering within six months of the date of arrival of the TWSE letter notifying the registration takes effect, and establish the funds within 30 days of the offering, and shall, after the establishment conditions of the securities investment trust contract for the funds are met, send a letter to the TWSE enclosed with the proof showing the custodian institution has collected the amount received in the offering, beneficiary list, and expected and actual diversification of natural persons, and other explanatory documents.
    If the SITE becomes unable to start the offering within six months of the date of arrival of the TWSE letter notifying the registration takes effect due to a legitimate reason, it may request an extension prior to the expiration of the period and the extension is limited to six months.
Article 9     After registration takes effect, if a registration is found to have one of the following circumstances, the TWSE may, or may follow the Competent Authority’s instructions to, withdraw or revoke the validity of the registration:
  1. Fail to start the offering or fail to establish the funds despite of offering within the period specified in Article 8 of these Procedures after the date of arrival of the letter notifying the registration takes effect.
  2. In violation of Article 8 of the SITCA.
  3. In violation of Article 3, paragraph 2 of these Procedures.
  4. The SITE, upon occurrence of a material impact on investor’s rights and interests, fails to issue a public announcement and report to the Competent Authority within two days of occurrence of the fact in accordance with Article 81 of the SITCA.
  5. Other violations of the Regulations or restrictions or prohibitions imposed by the TWSE when the registration takes effect.
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Article 10     For offering of the exchange-traded funds as described in the following subparagraphs, the SITE shall send a letter, accompanied with the application/registration form required under the Regulations, requested documents and review opinion of the industry association, together with the Checklist for Application/Registration of SITE’s Public Offering of Exchange Traded Funds (Schedule 2), within the specified period for advance review:
  1. Application for offering: within three business days after the industry association forwards the application to the Competent Authority.
  2. Registration of offering other than those described in Article 2 of these Procedures: before three business days of the date of reporting to the Competent Authority.
    With regard to the application or registration of fund offering in the preceding paragraph, the TWSE shall, after reviewing the information contained in the application/registration documents to ensure the information satisfies the requirements, send a letter to the Competent Authority, accompanied with our review opinion and the checklist completed by the SITE and other related information.
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Article 11     For matters not provided for in these Procedures, the applicable law and other related regulations of the TWSE shall govern.
Article 12     These Procedures shall take effect after having been submitted to and approved by the Competent Authority. Subsequent amendments thereto shall be effected in the same manner. The schedules to these Procedures shall come into force upon approval of the TWSE president. Subsequent amendments thereto shall be effected in the same manner.