| 2003.09.03 |
Persons With Whom Beneficial Securities Are Privately Placed
[Chinese]
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Persons With Whom Beneficial Securities Are Privately Placed
Promulgated on 3 September 2003 per Order No. Tai-Tsai-Rong-(IV)-0924000777 of the Ministry of Finance
1. The phrase "natural persons, juristic persons or funds that meet the requirements as prescribed by the competent authority" in Article 13, paragraph 1, subparagraph 2 of the Real Estate Securitization Act means any natural person, juristic person, or fund that meets the following conditions:
(1) A domestic or foreign natural person who has thorough knowledge of beneficial securities and who, in the status of offeree or transferee, meets one of the following conditions:
1. The net assets of the person exceed NT$10 million, or the net assets of the person and the person's spouse in combined total exceed NT$15 million.
2. For the most recent two fiscal years, the average annual income of the person exceeds NT$1.5 million, or the average income of the person and the person's spouse in combined total exceeds NT$2 million,
(2) A juristic person or fund whose total assets shown on its most recent financial statement that has been audited and attested by a certified pubic account exceed NT$50 million; a trust enterprise that holds trust assets under trust agreements in a combined total exceeding NT$50 million; or a securities investment consulting enterprise or securities investment trust enterprise that holds funds under discretionary investment agreements in a combined total exceeding NT$50 million.
(3) A securities investment trust fund offered by a securities investment trust enterprise, a collective trust fund offered by a trust enterprise, the Public Service Pension Fund, the Labor Pension Fund, or the Labor Insurance Fund.
2. The term "net assets" in subparagraph 1 of the preceding paragraph means the dollar amount of the market price of assets within and without the Republic of China (ROC), after deduction of liabilities; the term "income" means the total consolidated income filed or approved in accordance with the ROC Income Tax Act, plus any other income from a domestic or foreign source that can be specifically established.
For a natural person, juristic person, or fund that meets the aforesaid conditions, the trustee of the private placement of beneficial securities shall perform the duty of due diligence to ascertain the eligibility of that person or fund, and obtain reasonable and credible supporting evidence from the offeree, who shall provide the information as requested. For a transferee of a transfer of privately placed beneficial securities, the transferor shall first perform the duty of due diligence to ascertain the eligibility of the transferee, and obtain reasonable and credible supporting evidence from the transferee, who shall provide the information as requested; if such evidence is not provided, the trustee may not carry out transfer registration.