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Taiwan Stock Exchange Corporation Procedures for Review of the Listing of REIT and REAT Beneficial Interest Securities(2005.12.19) |
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These Procedures are prescribed pursuant to Article 2, paragraph 3 of the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings.
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Except where otherwise provided by act or regulation, review by the Taiwan Stock Exchange (TSEC) of any application by a trustee to list REIT or REAT beneficial interest securities that it offers and issues shall be conducted in accordance with these Procedures. If there is a change to any article of law or regulation on which any provision in these Procedures is based, the new provision shall govern.
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A trustee that applies to list REIT or REAT beneficial interest securities that it offers and issues shall do so in accordance with TSEC regulations by submitting a listing application recording the required information, together with the required documentation, to the TSEC, where mail department personnel will sign to confirm receipt. After registration and assignment of a case number, the application will be forwarded to a case handling unit for processing. The case handling unit shall assign a specific employee to handle each application in the order of its receipt. After receiving the case, the case handler shall immediately sign the case handling unit's registration ledger to confirm receipt, shall appropriately store the application documents and attachments, and shall notify the competent authority in writing.
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After accepting an application by a trustee to list REIT or REAT beneficial interest securities that it offers and issues, a TSEC case handler shall conduct a document review of the application documents and their attachments in accordance with the following guidelines and procedures:
(1) Review guidelines:
1. Application documents:
(a) Check whether the documents have been submitted in full, fill in the "Document Checklist for Application to List REIT or REAT Beneficial Interest Securities" (Attachment 1), and submit it for higher level review. If the documents have not been submitted in full, request that the applicant supplement within a prescribed period. Where supplementation is not made within the prescribed period, issue a rejection notice, and send a copy to the competent authority.
(b) Check whether the prospectus records all the information required by the Regulations Governing Information to be Recorded in the Prospectus by a Trustee Offering Beneficial Interest Securities in a Real Estate Investment Trust or Real Estate Asset Trust, as issued and implemented by the competent authority, and fill in the "Checklist for REIT or REAT Beneficial Interest Securities Prospectus" (Attachment 2).
(c) Check whether the evaluation report issued by the underwriter clearly indicates that the current asset trust plan is feasible and reasonable.
(d) For the checks set out in the preceding points (a) and (b), the case handler shall fill out the relevant checklists, and submit them for higher level review. If it is discovered upon review that a particular matter has not been disclosed, or has not been fully disclosed, issue a rejection notice, and send a copy to the competent authority.
2. Listing requirements under the TSEC Rules for Review of Securities Listings: Check whether, based on its listing application and attached documents, the listing requirements of each subparagraph of Article 23-2 of the TSEC Rules for Review of Securities Listings are met, fill out the Listing Requirements Review Form (Attachment 3), and submit it for higher level review.
(2) Issuance of listing approval letter:
1. After document review confirms that the application documents are complete and meet the listing requirements, and higher level review uncovers no defect, the TSEC will issue a listing approval letter, to be used by the trustee for its application to the competent authority to offer and issue REIT or REAT beneficial interest securities. The listing approval letter shall include the following statement: "The TSEC approves the listing of the REIT or REAT beneficial interest securities to be offered and issued, contingent upon approval by the competent authority of the application to offer and issue the REIT or REAT beneficial interest securities, and further contingent upon the post-establishment beneficiary distribution data indicating compliance with listing requirements. Where no application for offering and issuance application is submitted to the competent authority within 30 days from the issuance of this listing approval letter, this letter shall be void."
2. TSEC case handling departments shall compile a monthly report on listing approval letters issued in response to applications to list REIT and REAT beneficial interest securities, and submit it to the board of directors.
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A real estate securitization trustee institution shall submit relevant information to the TSEC according to the deadlines listed below:
(1) Within three days after the competent authority's approval of the offering and issuance, submit a photocopy of the approval letter. The TSEC will then mail the listing application and attachments, together with the aforecited review information and a signed listing contract, to the competent authority for examination and approval, with notifications sent by letter to each securities firm and other relevant units advising them to conduct pre-listing preparations.
(2) Within three days after underwriting is completed, submit the Beneficiary Distribution Chart (Attachment 4) and set a date for listed trading, which shall be not less than three business days after the date of the mailing.
If the TSEC case handler finds upon review that listing requirements are met, a public announcement will be made accordingly and a report filed by letter with the competent authority for recordation. If the case handler finds upon review that listing requirements are not met, the relevant documents shall be submitted by letter to the competent authority for handling.
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TSEC case handling departments shall compile a monthly report on the listing of REIT and REAT beneficial interest securities and submit it to the board of directors, after which it shall be filed with the competent authority for recordation.
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These Procedures, and any amendments hereto, shall be implemented after approval and/or recordation by the competent authority.
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