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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 and Offshore Fund Entities with Listed Offshore Exchange-Traded Funds(2009.06.09) |
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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 company (otherwise known as a "securities investment trust enterprise"; hereinafter referred to as a "SITE") that issues and establishes a listed securities investment trust fund, 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 ("offshore fund entity").
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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 beneficial owners, 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 beneficial owners 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.
In these procedures, "material information regarding an offshore fund entity" means any of the matters listed below that arises with respect to the offshore fund entity, 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.
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If a situation set out in any of the subparagraphs of the preceding article arises, the SITE or the offshore fund entity's master agent 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 or an offshore fund entity's master agent 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 offshore fund entity master agent referred to in the two preceding 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 offshore fund entity's master agent, with special reason, is unable to report in accordance with the deadline under this paragraph.
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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 or offshore fund entity has failed to report material information set out in Article 2, the TWSE may, as it deems necessary, fill out an "Public Disclosure Statement of Material Information by a SITE or Offshore Fund Entity, Form 1" (Attachment 2) furnishing the source and content of the information, and query that SITE's spokesperson or deputy spokesperson, or the offshore fund entity's master agent, by facsimile or telephone. The SITE or offshore fund entity 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 or the offshore fund entity's master agent 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 or the offshore fund entity's master agent 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 offshore fund entity's master agent, 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 or the offshore fund entity's master agent during normal business hours.
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To ensure the accuracy and universal availability of information, a SITE, offshore fund entity, or offshore fund entity's master agent may not privately announce any information prior to a public announcement of material information.
Material information reported by a SITE or an offshore fund entity's master agent 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 or an offshore fund entity's master agent 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 SITE or Offshore Fund Entity, 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.
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Where a SITE, offshore fund entity or its master agent 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 or the offshore fund entity's master agent 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 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 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 recordation by the competent authority.
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