| Article 1 |
These Procedures are adopted pursuant to Article 2 of the Contract for TPEx Trading of REIT and REAT Beneficial Interest Securities executed between the Taipei Exchange (TPEx) and real estate securitization trustee institutions.
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| Article 2 |
In these Procedures, "material information" of a trustee institution means the matters listed below:
- The use of trust assets by a trust institution to borrow funds or enter into a loan agreement.
- The creditor of a loan agreement in the preceding subparagraph being an insider of the trustee institution as defined in Article 22-2 of the Securities and Exchange Act, or a blood relative of such insider within the second degree of kinship, or a juristic person of which such person serves as a responsible person, or another juristic person under the same control as or having a relationship of mutual control with such juristic person.
- The use of trust assets by a trustee institution to borrow funds, and the creation, within the scope of the borrowed funds, of a real estate mortgage upon, or other security interest in, the trust assets.
- The utilization of a REIT fund by a trustee institution to execute a real estate or real estate-related rights transaction.
- The principal content of a trust asset assessment reported to the board of directors by the trust asset assessment committee established by a trustee institution.
- The net asset value per unit of beneficial interest in a REIT fund on the previous business day.
- A difference between the appraised value and book value of trust assets of 10 percent or more, or NT$100 million or more, for which the trustee institution is required to make an adjusting accounting entry.
- Acceptance by a new trustee institution of the assignment of trust business or trust assets that the competent authority of the relevant industry, pursuant to Article 55 of the Real Estate Securitization Act, has ordered transferred from the original trustee institution.
- Termination by a trustee institution of a mandate contract agreement with a real estate management institution.
- Failure by a trust institution to distribute trust interest in accordance with a REIT contract or REAT contract.
- A likelihood that trust assets will be damaged by the conduct of a trustee institution, when a trust supervisor has requested that said conduct cease.
- Sanctioning of a trustee institution by the competent authority of the relevant industry under the Real Estate Securitization Act for a violation of that Act.
- Dishonoring of a trustee institution's negotiable instrument due to insufficient funds, or its blacklisting by a financial institution, or any other loss of creditworthiness.
- A material effect on the trustee institution's finances or business resulting from a litigious or non-litigious matter, administrative disposition, or administrative litigation.
- The existence of circumstances under any subparagraph of Article 185, paragraph 1 of the Company Act with respect to the trustee institution.
- A change in a trustee institution's chairman (or chief trustee), general manager (or president), or one-third or more of its directors (or trustees).
- The signing of an important contract or a change in the material content of a business plan by a trustee institution.
- Circumstances under which trust assets are insufficient to pay expenses incurred in the handling of trust affairs.
- The prior approval or effective registration of a change to a REIT plan or REAT plan after submission of the application or filing to the competent authority of the relevant industry.
- A change in, rescission, or termination of a REIT or REAT contract.
- The resignation or dismissal of a trustee institution, or the appointment of, or a petition to select, a new trustee institution.
- A change in the supervisors of the trust.
- A decision regarding the date of a beneficiaries meeting, the dates of a book closure period for the register of beneficiaries, or the date of record for a distribution of income.
- Any major resolution of a beneficiaries meeting.
- The existence of any of the circumstances under Article 6, paragraph 1, subparagraphs 1 to 3 of the Regulations Governing the Public Offering or Private Placement of REIT and REAT Beneficial Interest Securities by a Trustee at a trustee institution. (When a trustee institution, acting pursuant to subparagraph 4 of the same article and paragraph, has notified a holder of beneficial interest securities as referred to in the preceding three subparagraphs to transfer beneficial interest securities within one month, the holder's response to the notification also qualifies as material information.)
- The issuance of a fund management performance report by the trustee institution.
- An impact on the price of the beneficial interest securities due to a material change in the real estate's annual appraised value such that the trustee institution is required to make a public announcement at the end of the month in which the change occurs.
- The provision by a promoter of the holding status of beneficial interest securities to the trustee institution at the end of each quarter.
- Other circumstances having a material effect on beneficiary rights and interests or the price of beneficial interest securities.
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| Article 3 |
In the circumstances under any of the subparagraphs of the preceding article, the trustee institution shall input the information into the TPEx-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 in the mass media, provided that when the trustee institution issues a news release prior to that time, it shall input the information at the same time.
When a trustee institution discovers that there has been a mass media report regarding circumstances under any subparagraph of the preceding article, or finds the content of such a report to be factually inaccurate, it shall input an explanation regarding the information into the TPEx-designated Internet reporting system by the first business day after the day on which the media report was published.
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| Article 4 |
If the TPEx discovers, either on its own or from information provided by an investor (Attachment 1) making an inquiry with the TPEx via facsimile, that a trustee institution has failed to report material information set out in Article 2, then the TPEx, as it deems necessary, may fill out an "Order for Disclosure by Trustee Institution of Material Information, Form 1" (Attachment 2) that furnishes the source and content of the aforesaid information, and query the trustee institution's spokesperson or deputy spokesperson by facsimile or telephone. If the trustee institution receives a TPEx inquiry by facsimile or telephone by 12:30 p.m. on a given business day, it shall input the explanation regarding the inquiry into the TPEx-designated Internet reporting system prior to market close; if the trustee institution receives the TPEx's inquiry by facsimile or telephone after 12:30 p.m. on a given business day, it shall input the required explanation regarding the inquiry into the TPEx-designated Internet reporting system prior to 5 p.m. on the same day.
The written investor inquiry of the first paragraph shall be filled out with the investor's legal name, national ID number, address, and contact telephone number. The TPEx may use either the original document or a summary of it in directing inquiries to the trustee institution during normal business hours.
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| Article 5 |
To ensure that the information it announces is accurate and available to the general public, a trustee institution may not privately disclose any information prior to its announcement of material information.
The material information reported by a trustee institution shall state in detail the facts of the occurrence and the reasons, and it shall further estimate their impact and indicate any measures to be taken in response.
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| Article 6 |
If a trustee institution is unable for any other reason to input material information into the TPEx-designated Internet reporting system and instead reports material information using an "Order for Disclosure by Trustee Institution of Material Information, Form 2" (Attachment 3), the TPEx may publicly announce the material information in accordance with applicable requirements or disclose it through the TPEx information transmission system. The TPEx may also transmit photocopies of the aforesaid form to securities brokers for public posting at their place of business, and display it at the TPEx Reading Room for reference by the investing public.
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| Article 7 |
When a trustee institution violates these Procedures, the TPEx may impose a penalty of NT$30,000.
When a penalty is imposed, the trustee institution shall remit payment to the TPEx's Administration Department within five days after the date on which it receives notification from the TPEx of the penalty.
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| Article 8 |
These Procedures, and any amendments hereto, shall be enforced after approval or recordation by the competent authority.
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