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Article NO. Content

Title:

Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Trust Enterprises with TWSE Listed Beneficial Certificates and Offshore Fund Institutions  CH

Amended Date: 2020.05.05 (Articles 2, 3 amended,English version coming soon)
Current English version amended on 2014.06.16 
Categories: Primary Market > Management > Information Disclosure
2     In these Procedures, "material information regarding a SITE or futures trust enterprise" means any of the matters listed below that arises with respect to the SITE or futures trust enterprise, or with respect to a listed security investment trust fund or futures trust fund associated therewith:
  1. The SITE or futures trust enterprise, or a trust fund thereof, has 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, results from business operations or from the execution of job duties by an associated person, and has a material effect on financial or business affairs.
  3. An application for reorganization is filed in court.
  4. There is 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 is any subsequent change to the aforesaid personnel.
  5. For a reason other than an internal adjustment at the accounting firm of the certified public accountant (CPA), there is a change of certified public accountant (CPA) for the SITE or futures trust enterprise, or for a securities investment trust fund or futures trust fund managed thereby.
  6. The board of directors resolves to suspend or resume operations.
  7. The board of directors resolves in favor of dissolution or merger; or the board of directors, having resolved in favor of merger, subsequently voids the merger resolution during the merger execution process; or a merger is not completed by the contractually stipulated date.
  8. The board of directors resolves to transfer all, or a major portion of, the business or assets.
  9. The board of directors resolves to accept transfer of all, or a major portion of, the business or assets of another party.
  10. The SITE or futures trust enterprise is dissolved, or its approval voided or revoked, or it mismanages a securities investment trust fund or futures trust fund, and for this reason another SITE or futures trust enterprise approved by the Financial Supervisory Commission (FSC) assumes its relevant business or a fund transferred therefrom; or the competent authority arranges for another SITE or futures trust enterprise to do so; or its securities investment trust contract or futures trust contract is terminated because no other SITE or futures trust enterprise is willing to assume them.
  11. Amendment of a securities investment trust contract or futures trust contract.
  12. A change of the SITE, futures trust enterprise, or custodian institution.
  13. Termination of a securities investment trust contract or futures trust contract , or the handling of post-termination matters.
  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. Purchase of property 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 or futures 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 futures trust enterprise, or with which it has a relationship of mutual control.
    If a SITE has listed with a linked exchange-traded fund (ETF) that meets the requirements set forth in Article 37, paragraph 4, of the Regulations Governing Securities Investment Trust Funds, then in addition to the matters set forth in each subparagraph of the preceding paragraph, material information regarding the SITE also includes the occurrence of any of the following matters with respect to the linked offshore ETF or offshore fund institution:
  1. The approval of the offshore ETF is voided, or its investment activities restricted, by the competent authority of its place of registration.
  2. The offshore fund institution is unable to continue to conduct the 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.
  3. The offshore fund institution is subject to any disposition by its competent authority.
  4. Trading of the offshore ETF is suspended or resumed.
  5. There is any material change to the finances or business of the offshore fund institution.
  6. Any material matter occurs with respect to the underlying index of the offshore ETF that has a material impact on investor interests, or the offshore ETF's underlying index is changed with the approval of the competent authority of its place of registration.
  7. A financial report announced by the offshore ETF pursuant to the laws and regulations of its place of registration or the country in which it is listed.
  8. Any information that an offshore ETF is required to immediately report under the laws and regulations, or under the rules and bylaws of the exchange, of its place of registration or the country in which it is listed, or any other matter having a material impact on investor interests.
    In these procedures, "material information regarding an offshore fund institution" means any of the matters listed below that arises with respect to the offshore fund institution, 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.