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Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Securities Investment Trust Companies with Listed Securities Investment Trust Funds(2004.08.03) |
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These Procedures are adopted pursuant to Article 2 of the Listing Contract for Beneficial Interest Certificates, which is entered into between the Taiwan Stock Exchange Corporation (TSEC) and securities investment trust companies (otherwise known as "securities investment trust enterprises," hereinafter referred to as "SITEs") with listed securities investment trust funds that have been issued and established.
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In these Procedures, "material information regarding a SITE" means any of the matters listed below that arises with respect to a SITE, or with respect to a listed security investment trust fund associated therewith:
1. A SITE or a trust fund thereof has had 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, has resulted from business operations or from the execution of job duties by an associated person, and has had a material effect on financial or business affairs.
3. An application for reorganization has been filed in court.
4. There has been 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 has been a subsequent change to the aforesaid personnel.
5. For a reason other than an internal adjustment at the accounting firm of the attesting CPA, there has been a change of attesting CPA at either a SITE or a securities investment trust fund managed thereby.
6. A board of directors has resolved to suspend or resume operations.
7. A board of directors has resolved in favor of dissolution or merger; or a board of directors, having resolved in favor of merger, has subsequently voided the merger resolution during the merger execution process; or a merger has not been completed by the contractually stipulated date.
8. A board of directors has resolved to transfer all, or a major portion of, its business or assets.
9. A board of directors has resolved to accept transfer of all, or a major portion of, the business or assets of another party.
10. A SITE has been dissolved, or its approval voided or revoked, or it has mismanaged a securities investment trust fund, and for this reason another SITE approved by the Executive Yuan's Financial Supervisory Commission (FSC) has assumed its relevant business or a fund transferred therefrom; or the competent authority has arranged for another SITE to do so; or its securities investment trust fund contracts have been terminated because no other SITE was willing to assume them.
11. A securities investment trust contract has been amended.
12. There has been a change of SITE or custodian institution.
13. A securities investment trust contract has been terminated, or post-termination matters have been handled.
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 beneficiaries, and the content of its resolutions.
16. Real estate has been purchased 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 beneficiaries of any securities investment 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 with which it has a relationship of mutual control.
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If a situation set out in any of the subparagraphs of the preceding article arises, the relevant information shall be input into the TSEC-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. Where a SITE 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 TSEC-designated Internet reporting system prior to the first business day after the day on which the media report is published.
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If the TSEC discovers, either on its own or from information faxed by an investor (Attachment 1) making an inquiry with the TSEC, that a SITE has failed to report material information set out in Article 2, the TSEC may, as it deems necessary, fill out an "Order for Disclosure by Trustee Institution of Material Information, Form 1" (Attachment 2), furnishing the source and content of the information, and query that SITE's spokesperson or deputy spokesperson by facsimile or telephone. The SITE shall input an explanation regarding the inquiry into the TSEC-designated Internet reporting system prior to the deadline set by the TSEC.
"Prior to the deadline set by the TSEC" in the preceding paragraph means if the SITE receives a TSEC inquiry by facsimile or telephone before 12:30 p.m. on a given business day, it shall input the explanation into the TSEC-designated Internet reporting system prior to market close; if the SITE receives the TSEC's inquiry by facsimile or telephone after 12:30 p.m. on a given business day, it shall input the required explanation into the TSEC-designated Internet reporting system prior to 5 p.m. on the same day.
The written investor inquiry of the first paragraph shall be filled out with the investor's true name, national ID number, address, and contact telephone number. The TSEC may use either the original document or a summary thereof in directing inquiries to the trustee institution during normal business hours.
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To ensure the accuracy and universal availability of information, a SITE may not privately announce any information prior to an announcement of material information.
Material information reported by a SITE 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.
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If a SITE is unable for any other reason to input material information into the TSEC-designated Internet reporting system and instead uses an "Order for Disclosure by Trustee Institution of Material Information, Form 2" (Attachment 3) to report material information, the TSEC may publicly announce such material information in accordance with applicable requirements or disclose it through the TSEC information transmission system. The TSEC may also transmit photocopies of the aforesaid form to securities brokers for public posting at their place of business, and display it at the TSEC Public Relations Office for reference by the investing public.
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Where a SITE violates these Procedures, the TSEC may, as the situation merits, impose a penalty of NT$30,000. Where additional disclosure is required, the TSEC shall notify the SITE in writing to do so within two days from the date on which such written notification is received. Where that deadline is not met, the TSEC 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 TSEC Finance Department within five days after the date on which it receives notification thereof.
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These Procedures, and any amendments hereto, shall be publicly announced and implemented after approval and/or recordation by the competent authority.
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