| Article 1 |
These Review Standards for Approval Letters for TPEx Listing are adopted pursuant to Article 10, paragraph 2 of the Regulations Governing the Public Offering or Private Placement of REIT and REAT Beneficial Securities by a Trustee.
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| Article 2 |
A trustee applying to the TPEx for issuance of a letter of approval for TPEx trading of real estate investment trust (REIT) or real estate asset trust (REAT) beneficial securities issued by it in accordance with the Real Estate Securitization Act (hereinafter, a “TPEx listing approval letter”) shall do so in full compliance with these Review Standards.
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| Article 3 |
A trustee applying to the TPEx for issuance of a TPEx listing approval letter for REIT beneficial securities shall submit a written application to the TPEx with the following documents attached:
- The REIT plan.
- The draft prospectus.
- The credit rating report on the trustee issued by a credit rating institution recognized by the competent authority of the Real Estate Securitization Act.
- Other necessary certifying documents or materials.
A trustee applying to the TPEx for a TPEx listing approval letter for REAT beneficial securities shall apply by submitting to the TPEx an REAT Beneficial Securities TPEx Listing Approval Letter Application (see attached form) specifying all the required information and with the required documents attached.
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| Article 4 |
The TPEx may issue an approval letter for beneficial securities issued by a closed-end REIT fund publicly offered by a trustee institution through application and approval by the competent authority if the following conditions set out in Article 3-2, paragraph 1 of the TPEx Rules Governing the Review of Securities for Trading on the TPEx are met:
- Total issue size of not less than NT$2 billion.
- The duration of the contract must be not less than 1 year from the date of commencement of TPEx trading.
- The number of beneficiaries holding a total amount of NT$1 million or less of the beneficial units shall not be less than 300, and the total amount of all beneficial units held by such beneficiaries shall not be less than NT$200 million.
- The total price amount of the beneficial units held by any five beneficiaries shall not exceed 50 percent of the total issue amount of those beneficial securities. However, this restriction does apply to holders that are independent institutional investors.
- The owner of the real estate or rights owner of rights related to the real estate invested in by the fund, in accordance with Article 6, paragraph 1, subparagraph 5 of the Regulations Governing the Public Offering or Private Placement of REIT and REAT Beneficial Securities by a Trustee, shall place in full the beneficial securities of that fund that it holds as a result of the assignment of the real estate or real estate related rights in central custody with the Taiwan Depository & Clearing Corporation, and shall undertake that it shall not sell the securities within 1 year from the date the fund is established, that the certificates it obtains of central custody of the securities shall not be transferred or placed under pledge, and furthermore that the beneficial securities in central custody shall not be withdrawn until after the 1-year period has elapsed.
- Each beneficial security shall represent 1,000 beneficial units and have a par value limited to NT$10,000.
The term "independent institutional investor" in the preceding paragraph means a juristic person or institution under Article 13, paragraph 1, subparagraph 1 of the Real Estate Securitization Act or a fund under Article 13, paragraph 1, subparagraph 2 of the same Act; and furthermore one that is not a promoter of an REIT, or an interested party thereof, or an affiliated enterprise as referred to in the Company Act, or a related party or substantive related party as defined in Statement of Financial Accounting Standards No. 6.
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| Article 5 |
The TPEx may issue an approval letter for REAT beneficial securities publicly offered following application and approval from the competent authority if the following conditions set out in Article 7-2, paragraph 1 of the TPEx Rules Governing the Review of Securities for Trading on the TPEx are met:
- Total issue size of not less than NT$500 million.
- The maturity date must be not less than 1 year from the date of commencement of TPEx trading.
- Have set out specific definitions and calculation standards for the principal repayment amounts, duration, and interest calculation and payment.
- The quantity of the beneficial securities held by any single beneficiary shall not exceed 20 percent of the total monetary amount of that issue.
- The number of beneficiaries is not less than five, and furthermore the total monetary amount of the first-payment-priority beneficial securities held by any five beneficiaries shall not exceed 50 percent of the total issue amount of those beneficial securities. However, the 50 percent holding restriction does not apply to holders that are independent institutional investors.
- The beneficial securities shall undergo rating by a credit rating institution approved by the competent authority for the relevant industry.
The term "independent institutional investor" in the preceding paragraph means a juristic person or institution under Article 13, paragraph 1, subparagraph 1 of the Real Estate Securitization Act or a fund under Article 13, paragraph 1, subparagraph 2 of the same Act; and furthermore one that is not a trustor of a real estate investment trust, or an interested party thereof, or an affiliated enterprise as referred to in the Company Act, or a related party or substantive related party as defined in Statement of Financial Accounting Standards No. 6.
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| Article 6 |
With respect to an application submitted to the TPEx for issuance of a TPEx listing approval letter, if the TPEx case handlers review the issue of REIT or REAT beneficial securities or asset-backed securities and find it in conformance with Article 3-2 or 7-2 of the TPEx Rules Governing the Review of Securities for Trading on the TPEx and that all required documents have been submitted in full, they shall complete and sign a review checklist and submit it to the person in charge for approval and issuance of an approval letter, which will be sent by reply letter to the applicant trustee or special-purpose company, with a copy to the competent authority.
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| Article 7 |
These Review Standards, and any amendments hereto, shall enter into force following approval and recordation by the competent authority.
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