These Directions are adopted pursuant to Article 2 of the beneficiary securities or asset-backed securities listing contract signed between the Taiwan Stock Exchange Corporation (TSEC) and financial asset securitization trustee institutions or special-purpose companies (SPCs).
The term "material information of a trustee institution or SPC" as used in these Directions refers to the following matters:
- where there is a likelihood that the conduct of a trustee institution is damaging trust assets and a trust supervisor has requested that it cease the conduct.
- the status of repayment, overdue accounts, bad debt, and other material information relating to debtors in connection with the trust assets, as provided on a regular basis by a servicer.
- amendment or termination of a special purpose trust contract.
- resignation or dismissal of a trustee institution, or selection of a new trustee institution.
- notice by an SPC supervisor to a director to cease certain conduct.
- where the supervisory institution of an SPC duly convenes a meeting of holders of asset-backed securities because of a likelihood that the value of the transferred assets is insufficient to pay off debt or prejudices the holders.
- the status of repayment, overdue accounts, bad debt, and other material information relating to debtors in connection with the transferred assets, as provided on a regular basis by a servicer.
- any change to the articles of incorporation of an SPC.
- dissolution of an SPC.
- where a trustee institution or SPC has been subject to a disposition imposed by the competent authority in charge of the relevant industry for violating the Financial Asset Securitization Act.
- important resolutions of meetings of beneficiaries or security holders.
- where a trustee institution uses trust assets to borrow funds or an SPC pledges, assigns, exchanges, provides as security, or otherwise disposes of transferred assets.
- suspension of the powers of any of the directors of an SPC.
- any other matter that has a significant effect on the rights and interests of beneficiaries and securities holders or the price of securities, or any significant decision-making.
Where any of the circumstances listed in the preceding Article exists, the information shall be entered into the internet reporting system designated by the TSEC before the start of trading hours the business day following the day the event occurs or is reported by the broadcast media. However, where a press release is issued beforehand, the information shall be entered simultaneously therewith.
Where a trustee institution or special-purpose company finds that the mass media has reported any of the circumstances listed in the preceding Article or has made a report that is inconsistent with facts, an explanation of the information shall be entered into the internet reporting system designated by the TSEC by the business day following such media report.
When the TSEC discovers, or receives an inquiry from an investor who submits supporting evidence by fax (Attachment 1) indicating that, a trustee institution or SPC has material information under Article 2 that has not been published, the TSEC may, as it deems necessary, complete a "Public Statement Concerning Material Information of a Trustee Institution or Special-Purpose Company - Form (1)" (Attachment 2) specifying the source and particulars of the material information and make a fax and telephone inquiry to the trustee institution's or SPC's spokesperson or acting spokesperson, whereupon, the trustee institution or SPC shall enter an explanation of the inquired information into the internet reporting system designated by the TSEC within the time period prescribed by the TSEC.
The phrase "within the time period prescribed by the TSEC" used in the preceding paragraph means that if a trustee institution or SPC receives a fax and telephone inquiry from the TSEC by 12:30 p.m. of a given business day, it shall enter an explanation of the inquired information into the internet reporting system designated by the TSEC before the close of market. If a trustee institution or SPC receives a fax and telephone inquiry from the TSEC after 12:30 p.m. of a given business day it shall enter an explanation of the inquired information into the internet reporting system designated by the TSEC by 5 p.m. on the same day.
The information in a written inquiry submitted by an investor as mentioned in paragraph 1 shall include the investor's real name, national ID number, and address and contact number, and the TSEC may make an inquiry to the trustee institution or SPC during regular business hours with either the original document or a summary thereof .
In order to ensure the accuracy and universal availability of information, a trustee institution or SPC shall not privately announce any related news before publishing material information
In material information published by a trustee institution or SPC, the facts and causes of the occurrence and the estimated impact and the measures to be taken in response shall be stated in detail.
If a trustee institution or SPC is otherwise unable to enter information into the internet reporting system designated by the TSEC and publishes the information in a "Public Statement Concerning Material Information of Trustee Institutions or Special-Purpose Companies- Form (2)" (Attachment 3), the TSEC may make the announcement in accordance with regulations or, upon disclosure through the TSEC's information transmission system, it may forward a copy of the announcement to securities brokers to be publicly posted at their places of business and displayed at the TSEC's Public Relations Office for reference by the investing public.
Where a trustee institution or SPC violates these Directions, the TSEC may, depending on the seriousness of the violation, impose a breach penalty of NT$30,000, and if it is necessary to carry out public disclosure procedures over again, notify the trustee institution or SPC by letter to do so within two days from receipt of the letter; in the event it fails to do so by the time limit, the TSEC may further impose consecutive daily penalties of NT$10,000 per day until the day it has done so.
Any penalty imposed shall be paid to the TSEC's Finance Department within five days from receipt of the notice.
These Directions, and any amendments hereto, shall enter into force upon review and recordation by the competent authority.