| Article 1 |
These Operational Procedures are adopted pursuant to the 30 December 2024 Public Announcement No. Financial-Supervisory-Securities-SITC-11303858561 of the Financial Supervisory Commission (the "Competent Authority") and Article 3-1 of the Regulations Governing the Public Offering of Securities Investment Trust Funds by Securities Investment Trust Enterprises (the "Public Offering Regulations").
|
| Article 2 |
When the Taipei Exchange (TPEx) is commissioned to handle a case set out in any of the subparagraphs below relating to the public offering of a TPEx listed passive exchange-traded fund ("passive ETF") or active exchange-traded fund ("active ETF") by a securities investment trust enterprise (SITE), it shall do so in compliance with the Public Offering Regulations and other relevant laws and regulations:
- Follow-on offering case.
- Case of a filing for registration of a public offering. However, this does not include active ETFs.
- Case of an application for extension of the deadline under the preceding subparagraph.
In a case of a filing by a SITE for public offering or follow-on offering of an umbrella fund, the provisions of the preceding paragraph regarding matters that the TPEx is commissioned to handle shall respectively apply according to the categories of the sub-funds. However, this does not include cases of filings for public offering of an umbrella fund that includes both passive ETFs and active ETFs.
|
| Article 3 |
When a SITE conducts a case under paragraph 1, subparagraph 1 or 2, or paragraph 2 of the preceding article, it shall, according to the nature of the case, file with the TPEx by filing a Registration Statement for a Public Offering or Follow-On Offering of a Securities Investment Trust Fund by a Securities Investment Trust Enterprise (Form 1), a Checklist for a Case of an Application (or Filing for Registration) of a Public Offering of a Passive Exchange-Traded Fund by a Securities Investment Trust Enterprise (Form 2), or a Checklist for a Case of an Application (or Filing for Registration) of a Public Offering of an Active Exchange-Traded Fund by a Securities Investment Trust Enterprise (Form 3) specifying all of the information required therein, along with the documents required to be submitted therewith.
From the time a SITE has filed with the TPEx under the preceding paragraph until the time the filing is effectively registered, if the SITE undergoes any material change in its finances or business, or if there is any change with respect to any content of the registration filing documents, which would have a material impact on the issuance plan, the SITE shall file with the TPEx within 2 days from the date of occurrence of the fact and, depending on the nature of the matter, shall engage a lawyer or a certified public accountant to provide an opinion regarding its impact on the current offering plan and submit it to the TPEx.
|
| Article 4 |
After a case under the preceding article is accepted for processing, the TPEx case handlers shall carry out the following operations:
- Inspect whether the filed registration documents and attachments and the information and contents provided therein are complete.
- Inspect whether the review opinion of the Securities Investment Trust and Consulting Association of the ROC (SITCA), the lawyer's opinion, etc., in the registration documents implicate any material irregularity.
|
| Article 5 |
Unless a circumstance under Article 6 or 7 of these Operational Procedures exists, in a case of a filing for registration, the registration will become effective when the period specified below has elapsed from the date on which the TPEx receives the filing:
- Public offering cases under Article 12, paragraph 3, subparagraph 1 of the Public Offering Regulations: 12 business days.
- Public offering cases under Article 12, paragraph 3, subparagraph 2 of the Public Offering Regulations: 30 business days. However, the aforesaid effective registration period will be shortened to 12 business days for a SITE that meets the conditions set by the competent authority.
- Follow-on offering cases under Article 12, paragraph 3, subparagraph 3 of the Public Offering Regulations: 7 business days.
|
| Article 6 |
If any of the following circumstances exists with respect to a case of a filing for registration, the TPEx may suspend the effectiveness of the registration.
- The registration documents are incomplete, or the information contained therein is insufficient.
- A circumstance under Article 3, paragraph 2 of these Operational Procedures occurs.
- The TPEx considers it necessary for protection of the public interest.
If a circumstance under subparagraph 1 or 2 of the preceding paragraph exists with respect to a case of a filing for registration, if the SITE makes full supplementation or corrections of its own accord prior to being notified by the TPEx of the suspension of effective registration, its registration shall become effective when the effective registration period set out in the preceding article has elapsed counting from the date on which the TPEx receives the supplementary or corrective documentation.
Beginning from the date on which a SITE firm receives written notice of suspension of effective registration under paragraph 1, it may submit supplementations or corrections to the TPEx with respect to the cause for suspension and apply for lifting of the suspension. If the TPEx does not further notify it to make further supplementations or corrections or reject its filing, the registration shall become effective when the effective registration period set out in the preceding article has elapsed counting from the date on which the TPEx receives the supplementary or corrective documentation.
If, within 12 business days counting inclusively from the date on which a SITE receives a written notice of suspension of effective registration under paragraph 1, the SITE does not apply for lifting of the suspension in accordance with the preceding paragraph or it applies for lifting of the suspension but the cause of the original suspension still exists, the TPEx may reject its case.
|
| Article 7 |
Under any of the following circumstances in a case of a filing for registration, the TPEx may reject the case:
- Any particular of the filing is in violation of law or regulation, which would affect the public offering or follow-on offering of the securities investment trust fund.
- The SITE files for registration to publicly offer, or make a follow-on offering of, a securities investment trust fund within 3 months from the date on which it receives notification from the Competent Authority, the TPEx, the Taiwan Stock Exchange Corporation (TWSE), or the Taiwan Depository and Clearing Corporation (TDCC) that its application (or filing for registration) case is rejected, denied approval, voided, or revoked, or on which it withdrew its application (or filing for registration) case at its own discretion.
- The SITE has submitted an application (or a filing for registration) to the Competent Authority, the TPEx, the TWSE, or the TDCC and has not yet obtained approved or effective registration.
- Based on the SITE's registration documents, there is factual proof of inability to carry out the issuance plan.
- The plan for the public offering of the securities investment trust fund was not listed as a proposal for discussion and resolution by the board of directors.
- The registration documents are incomplete or the information contained therein is insufficient, and the SITE fails to complete supplementation or correction by the deadline set by the TPEx.
- A financial report of the SITE or of a securities investment trust fund it manages has not been prepared in accordance with relevant laws and regulations or generally accepted accounting principles, and the circumstances are serious.
- The design or implementation of the SITE's internal control system is materially deficient.
- The SITE's net worth per share was lower than par value in the most recent fiscal year. However, this provision does not apply if less than 2 full fiscal years has elapsed since the SITE business license was obtained.
- The Competent Authority has, pursuant to the Securities Investment Trust and Consulting Act (the "SITC Act"), suspended acceptance of its applications (or filings for registration) to publicly offer securities investment trust funds, and the suspension period has not yet expired.
- The securities investment trust fund currently to be publicly offered is not adequately differentiated from existing securities investment trust funds in terms of basic investment policy or scope, or its investment instruments are clearly inappropriate.
- Serious violation of securities law or regulation or a securities investment trust contract.
- Within the past year, any error, omission, misrepresentation, or non-disclosure of a serious nature is discovered regarding an already approved or effectively registered case for a public offering or follow-on offering of a securities investment trust fund for which the SITE had previously submitted a declaration to the Competent Authority, the TPEx, the TWSE, or the TDCC stating that the application (or registration filing) documentation was correct and complete.
- The TPEx considers it necessary for protection of the public interest.
|
| Article 8 |
After filing for registration to publicly offer a passive ETF and obtaining effective registration, the SITE shall, in accordance with Article 7, paragraph 2 of the Public Offering Regulations, commence the public offering within 6 months from the date of receipt of the written notification from the TPEx of effective registration, and establish the fund within 30 days from commencing the offering. Furthermore, after the conditions for establishment stipulated in the fund's securities investment trust contract have been met, the SITE shall submit proof that the fund custodian has already collected the offering price, the register of beneficiaries, and documentation describing the anticipated and actual dispersion of natural persons, etc., by letter to the TPEx.
If, for a legitimate reason, the SITE is unable to commence the public offering within 6 months from the date of receipt of the written notification from the TPEx of effective registration, it may apply to the TPEx for a one-time extension not exceeding 6 months prior to the expiration of the original time limit.
|
| Article 9 |
In a case of a filing for registration, after effective registration has been obtained, if any of the following circumstances is discovered, the TPEx may, at its own discretion or as instructed by the Competent Authority, void or revoke the effective registration:
- The public offering has not commenced, or the fund has not been established, by the deadline set out in Article 8 of these Operational Procedures, calculated from the date of receipt of the written notification of effective registration.
- Violation of the provisions of Article 8 of the SITC Act.
- Violation of the provisions of Article 3, paragraph 2 of these Operational Procedures.
- A matter that materially affects the rights and interests of investors occurs with respect to the SITE, and the SITE fails to publicly announce and report it to the Competent Authority within 2 days from the occurrence of the fact as required under Article 81 of the SITC Act.
- Other violation of the Public Offering Regulations, or of the restrictions or prohibitions of the TPEx in force at the time of effective registration.
|
| Article 9-1 |
In a case of a filing for public offering of a securities investment trust fund under Article 2, if the SITE's utilization of the fund to engage in trading of securities related products requires an application for approval by the Competent Authority under Article 9, paragraph 1, subparagraph 2, or paragraph 2 of the Regulations Governing Securities Investment Trust Funds, it shall send the approval application documents, together with the fund filing form under Article 3, to the TPEx. The TPEx will conduct a preliminary review of the documentation of the SITE's application seeking approval from the competent authority, and then submit its review opinion and the approval application documents by letter to the Competent Authority.
If the Competent Authority notifies the SITE to make any supplementation or correction in a case of an application seeking approval from the Competent Authority under the preceding paragraph, the TPEx will thereupon suspend the effective registration of the filing for that public offering case, and the SITE shall send the supplementary or corrective documentation by letter to the TPEx, and the TPEx will send its review opinion and the supplementary or corrective documentation by letter to the Competent Authority.
In a case requiring an application for approval by the Competent Authority under paragraph 1, if the Competent Authority, after review, denies approval, the TPEx will thereupon reject the public offering case.
The provisions of Article 6, paragraphs 2 to 4 regarding effective registration and lifting of suspension of effective registration apply mutatis mutandis to a SITE making supplementation or correction in a case involving application for approval from the Competent Authority under paragraph 1.
|
| Article 10 |
In a case set out in the following subparagraphs relating to a public offering by a SITE of a TPEx listed passive ETF or active ETF (including, in either case, any sub-fund of an umbrella fund), the SITE shall, by the specified deadline, submit to the TPEx by letter, for its preliminary review, the application (or registration filing) document, the documents required to be attached therewith, and the SITCA review opinion, along with the Checklist for a Case of an Application (or Filing for Registration) of a Public Offering of a Passive Exchange-Traded Fund by a Securities Investment Trust Enterprise (Form 2) or Checklist for a Case of an Application (or Filing for Registration) of a Public Offering of an Active Exchange-Traded Fund by a Securities Investment Trust Enterprise (Form 3):
- Case of an application for a public offering: within 3 business days after the application case is forwarded by the SITCA to the Competent Authority.
- Case of a filing for registration of a public offering other than a case set out in Article 2 of these Operational Procedures: more than 3 business days before the case is filed with the Competent Authority.
In a case of an application or filing for registration of a public offering of a fund under the preceding paragraph, the TPEx, after inspecting the completeness of the application (or registration filing) documents and the information and contents provided therein, the TPEx shall submit the review opinion, the Checklist completed by the SITE, and other related materials by letter to the Competent Authority.
|
| Article 11 |
Any matters not fully provided for in these Operational Procedures shall be handled in accordance with relevant laws and regulations and other relevant provisions of the TPEx.
|
| Article 12 |
These Operational Procedures, and any amendments hereto, shall be implemented by public announcement after submission to and approval by the Competent Authority. Any addition, deletion, or amendment to the forms annexed to these Operational Procedures shall enter into force after approval by the president of the TPEx.
The forms attached to these Operational Procedures, and any amendments thereto, shall take effect after submission to and approval by the president of the TPEx.
|