| Article 75 |
（Issuance of certificates of asset-based securities）
Before the issue, Asset-Backed Securities shall be serialized, contain the following items, bear the signatures and/or seals of all directors of the SPC, and be certified by a certification agency.
1. annotations stating that they are Asset-Backed Securities;
2. issue date and maturity date;
3. total issue amount;
4. reference number and date of the letter confirming that the issue of Asset-Backed Securities has been approved by or effectively registered with the competent authority;
5. names and addresses of the Originator and the SPC;
6. names or titles of the holders;
7. interest rate, priority in receiving payment and duration of the Asset-Backed Securities;
8. obligations and liabilities of the SPC;
9. rights of the Asset-Backed Security holders and the exercise method thereof;
10. if the transferees of the Asset-Backed Securities are limited, the content and effect of such limitations;
11. name and address of the Supervisory Institution; and
12. other items as required by the competent authority.
The provisions of the Rules Governing Certification of Corporate Stock and Bond Issued by Public Companies shall apply mutatis mutandis to the certification of Asset-Backed Securities as referred to in the preceding paragraph. |
| Article 76 |
（Applicable scope of special purpose companies）
The provisions in Section 7 and Section 8 of Chapter 5 of the Company Act shall not apply to the SPC. |
| Article 77 |
（Supervisory institution）
When issuing Asset-Backed Securities, in order to protect the rights and interests of the Asset-Backed Security holders, the SPC shall appoint a Supervisory Institution and shall enter into a supervision agreement with the Supervisory Institution in compliance with the asset securitization plan; provided, that the SPC shall not appoint the Originator or Servicer set forth in the asset securitization plan as the Supervisory Institution. |
| Article 78 |
（Fiduciary duties of supervisory institutions）
The Asset-Backed Security holders shall have the rights to receive the principal, interests, profits, or other proceeds or repaid or distributed from the SPC in accordance with the asset securitization plan.
The Supervisory Institution shall exercise its power and perform its obligation for the interest of, and shall have a fiduciary duty to, the Asset-Backed Security holders in compliance with the provisions of this Act with due diligence.
The Supervisory Institution may take any litigious or non-litigious acts in its own name for the Asset-Backed Security holders.
The Supervisory Institution shall not exempt or reduce the liabilities and obligations that the SPC shall bear in accordance with the asset securitization plan or enter into any litigious or non-litigious settlement with the SPC, unless approved by resolutions adopted in a meeting of the Asset-Backed Security holders and approved by the court.
When conducting any of the acts as referred to in the preceding paragraph, the Supervisory Institution shall make an announcement and shall notify each Asset-Backed Security holder.
The Supervisory Institution may inspect and audit the business, financial condition, and relevant books and records of the SPC and the Servicer in terms of securitization matter at any time, and may request the directors of the SPC to propose relevant reports.
When violating the duties as set forth in Paragraph 2 hereof, the Supervisory Institution shall be liable to compensate the Asset-Backed Security holders for the damages sustained therefrom. |
| Article 79 |
（Convening meetings of holders of asset-based securities and resolutions）
The Supervisory Institution, the holders holding more than three (3) percent of the total units of Asset-Backed Securities in the same series, or the SPC may, for the common interest of the Asset-Backed Security holders, convene a meeting of the Asset-Backed Security holders in the same series.
When convening the meeting as set for in the preceding paragraph, a notice shall be given to each Asset-Backed Security holder at least ten (10) days prior to the scheduled meeting date, and the representative appointed by the Supervisory Institution shall act as the chairman of said meeting.
Any meeting as described in Paragraph 1 shall have a quorum of holders holding at least two-thirds of the total units of the Asset-Backed Securities, and any resolution at said meeting shall be adopted by more than one-half votes of present at such meeting. The Asset-Backed Security holders shall be entitled to one vote for each unit of Asset-Backed Securities being held. In case the SPC issues different types and durations of Asset-Backed Securities, the voting shall be separately made by the Asset-Backed Security holders in different groups based on the variety and duration of the Asset-Backed Securities.
The resolution at the meeting of the Asset-Backed Security holders described in the preceding paragraph shall be made into journals and signed by the chairman of the meeting, and shall become binding upon all the Asset-Backed Security holders and be carried out by the Supervisory Institution, if recognized by the court at the place where the SPC's principal office is located and publicly announced, unless otherwise directed in the meeting of the Asset-Backed Security holders.
The court shall not recognize the resolution of the meeting of the Asset-Backed Security holders in any of the following situations:
1. the procedures for convening the meeting of the Asset-Backed Security holders or the method by which the resolutions were adopted violates laws or regulations;
2. the resolution violates the common interest of the Asset-Backed Security holders;
3. amending or altering the asset securitization plan without the approval of the competent authority; or
4. in case the Asset-Backed Security holders with different types and durations exercise their voting rights in different groups, no unanimous resolution has been reached among all groups. |
| Article 80 |
（Convening meetings in response to obvious deterioration of asset value）
Where the value of the Assets transferred to the SPC depreciates significantly and becomes insufficient to pay the SPC's debts or has the likelihood of damaging the interest of the holders, the Supervisory Institution shall convene the meeting of the Asset-Backed Security holders pursuant to Article 79 hereof. |
| Article 81 |
（Sequence of compensation）
The Asset-Backed Security holders shall have the priority over other creditors and shareholders of the SPC in terms of Assets transferred to the SPC or the profits, interests, or other proceeds accrued therefrom, except for the borrowed money set forth in the asset securitization plan.
In case the SPC issues Asset-Backed Securities with different types and durations in accordance with the asset securitization plan, the order of priority in payment of the holders of different Asset-Backed Securities shall be set forth in the asset securitization plan. |
| Article 82 |
（Preparation and items to be specified in the registry of holders of asset-based securities）
The SPC shall prepare a roster of the Asset-Backed Security holders containing the following matters:
1. names or titles and domiciles or residences of the holders;
2. number of total units of the Asset-Backed Securities held by the holders;
3. the serial number of the Asset-Backed Securities; and
4. the date and year of the acquisition of the Asset-Backed Securities.
With regard to computerized or other electronic recordation, the information described in the preceding paragraph may be supplemented by attached tables. |