|
Article 12
|
The master agent shall publicly announce the following events within 3 days from the occurrence thereof:
- Revocation of the represented offshore fund’s approval or restriction of its investment activities by the competent authority in the place where the offshore fund is registered;
- Inability of the offshore fund institution to continue to conduct relevant business due to dissolution, suspension of business, transfer of business, merger or acquisition, cessation of business, voidance or revocation of its permit under laws or regulations of the country where it is located, or other similar material event;
- Voidance by the FSC of the registration of an offshore fund represented by the master agent;
- Any disposition made with respect to the offshore fund manager by the competent authority thereof;
- Any suspension or resumption of transactions of an offshore fund represented by the master agent;
- Any amendment or addition to the content of an offshore fund prospectus or other relevant documents delivered to investors with respect to an offshore fund represented by the master agent, where the change or addition materially affects investors’ rights or interests;
- Any investor litigation or material dispute in connection with the offering and sale in Taiwan of an offshore fund represented by the master agent;
- Any material change to the finances or business of the master agent;
- Any occurrence of a material event relating to the offshore ETF represented by the master agent, and such event materially affects investors’ rights or interests, or any approval to change the underlying index by the competent authority in the place where the ETF is registered;
- Any miscalculation of the fund's net asset value that reaches or exceeds the specified tolerable range set by the competent authority in the place where the offshore fund is registered;
- Any other event materially affecting investors’ rights or interests.
The master agent shall report any matter under subparagraph 1, 2, 4, 5, 9, or 10 of the preceding paragraph to the FSC within 3 days from its occurrence. The master agent shall, by the 5th day of the following month, summarize and report any matters under subparagraphs 6 to 8 or subparagraph 11 to the SITCA, which shall then forward the report to the FSC.
The master agent shall submit any of the following matters to the SITCA in advance for review and approval, and publicly announce the matter within 3 days after the approval:
- Any change in sub-distributors.
- Any change in participating dealers.
- In the case of an offshore fund represented by the master agent, any addition, suspension, resumption, or cancellation of the class that is offered and sold in Taiwan.
The SITCA shall report, on a monthly basis, any matters under subparagraphs 1 and 2 of the preceding paragraph to the FSC and the Central Bank of China (CBC), and any matters under subparagraph 3 to the FSC.
Where the master agent is unable to continue offering and distributing any offshore fund due to events referred to in subparagraphs 1 through 3 of paragraph 1, the master agent shall assist investors to carry out subsequent redemption, switch, or other relevant matters relating to the offshore funds.
An offshore fund shall require the approval of the FSC for any of the following events, and shall publicly announce such event within 3 days from its occurrence:
- Transfer, merger, or liquidation of the fund;
- Increase in the remuneration of the offshore fund manager or the custodian institution;
- Termination of the offering and sale of the offshore fund in Taiwan;
- Change of the offshore fund manager or the custodian institution of the offshore fund;
- Change of the fund name;
- Change of the basic investment policies or scope of the fund for investing in securities or trading securities related products, where inconsistent with the provisions of Article 23 hereof;
- Change of the fund type as a result of a change of its investment portfolio or strategy;
- Significant adjustment in the organization or change of name of the fund manager or the custodian institution.
- Any other matter required by the FSC for its approval.
|
|
Article 52
|
An offshore fund institution may conduct private placements of offshore funds to the following counterparties in Taiwan:
- Banks, bills finance enterprises, trust enterprises, insurance companies, securities enterprises, financial holding companies, and other juristic persons or institutions approved by the FSC;
- Natural persons, juristic persons, or funds meeting the conditions set by the FSC.
The total number of counterparties under subparagraph 2 of the preceding paragraph may not exceed 99 persons.
On reasonable request by a counterparty under subparagraph 2 of paragraph 1, prior to consummation of a private placement, the offshore fund institution shall be obligated to provide financial, business, or other information relevant to the current private placement of a fund.
In conducting private placements to specified counterparties, the offshore fund institution may not make any general advertisement or public inducement.
If paragraph 1or 2, or the preceding paragraph is violated, the placement shall be deemed a public offering to non-specified persons.
In order to privately place offshore funds in Taiwan to those counterparties specified in paragraph 1, subparagraph 1, the offshore fund institution may mandate a bank, trust enterprise, securities broker, SITE, or SICE to handle such business.
In order to privately place offshore funds in Taiwan to those counterparties specified in paragraph 1, subparagraph 2, the offshore fund institution shall for such purposes mandate a bank, trust enterprise, securities broker, SITE, or SICE that meets the qualification conditions specified in Article 9, subparagraphs 2 to 7 and that has paid-in capital, appropriated operating capital, or exclusively allocated operating capital of not less than NT$30,000,000, and shall also comply or ensure the compliance with the following:
- The internal control system of the mandated institution shall include such operational principles as know-your-customer, product suitability analysis, filing with the SITCA for change or termination of the mandated institution, and its obligations for assistance and notification to the investors.
- The fund manager shall have obtained an asset management license or eligibility in the place of registration.
- The code of conduct for the institution mandated by the privately placed offshore fund.
The code of conduct under subparagraph 3 of the preceding paragraph, and any subsequent amendment thereto, shall be drafted by the SITCA and ratified by the FSC.
The mandated institution shall enter into a mandate agreement with the offshore fund institution; the required content of such agreement, and any subsequent amendment thereto, shall be drafted by the SITCA and ratified by the FSC.
The percentage of the investment in any individual privately placed offshore fund that is contributed by Taiwan investors may not exceed the limit set by the FSC.
In order to privately place offshore funds to specified persons in Taiwan, an offshore fund institution shall mandate an agent for litigious matters and an agent for tax matters.
In conducting a private placement to specified persons in Taiwan, if outward and inward remittance of investors' funds will be involved, the mandated institution shall submit relevant documentation to the CBC to apply for permission for relevant foreign exchange business.
Where an offshore fund institution itself conducts a private placement to specified persons in Taiwan, if outward or inward remittance of funds will be involved, the remittance shall be handled by the counterparty in accordance with the Regulations Governing the Reporting of Foreign Exchange Receipts and Disbursements or Transactions.
All receipts/payments of settlement monies and fees by the counterparty in respect of a private placement of offshore funds by an offshore fund institution shall be made in foreign currency.
An offshore fund privately placed prior to the 3 September 2010 amendment and issuance of these Regulations whose placees include those specified in paragraph 1, subparagraph 2 shall, within 6 months after the issuance of the amendment to these Regulations, be submitted to review by the SITCA. If any non-compliance is found, the offshore fund institution and mandated institution may not accept any new purchase request, and shall assist the investors to apply for redemption or take any other necessary action.
|