Regulations Governing Public Tender Offers for Real Estate Investment Trust Beneficiary Securities Article 14

After it receives the copy of the public tender offer registration statement, the public tender offer prospectus, and related documents delivered to it by the public tender offeror in accordance with Article 10, paragraph 6, the trustee of the real estate investment trust fund that is being acquired shall immediately convene the trust asset assessment committee to perform an assessment, the results of which shall be publicly announced within 15 days.The trust asset assessment committee convened pursuant to the preceding paragraph shall investigate, verify, and deliberate the identity and financial condition of the public tender offeror, fairness of the tender offer conditions, and reasonableness of the sources of the tender offer funds, and provide recommendations to holders of the fund with regard to the present public tender offer. The verification by the trust asset assessment committee must fully disclose the verification measures adopted and the related procedures, and if an expert is engaged to issue a written opinion, the opinion shall be made public along with the disclosure. The trust asset assessment committee may also obtain written opinions from real estate managers, CPAs, and lawyers for reference in its assessment.The results of the assessment by the trust asset assessment committee convened pursuant to paragraph 1 shall require the assent of at least one-half of the full number of committee members, and the circumstances of the verification, and the specific assenting or dissenting opinions of the committee members and their reasons shall be included. Minutes shall be taken of the meeting of the trust asset assessment committee, and the trustee shall record and preserve the entire proceedings of the deliberation on audio or video tape in evidence, and the conditions set out in Article 10 of the Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition shall apply, mutatis mutandis, to the period of time and the method for preservation of the minutes and the related evidence.After it receives the documents for any re-filed public tender offer filing and public announcement, the trustee of the real estate investment trust fund that is being acquired shall immediately notify the trust asset assessment committee to perform an assessment, and make a new public announcement of the results within 15 days.
中文原文 公開收購不動產投資信託受益證券管理辦法第14條
被收購不動產投資信託基金之受託機構於接獲公開收購人依第十條第六項規定送達之公開收購申報書副本、公開收購說明書及相關書件後,應即召集信託財產評審委員會進行審議,並於十五日內公告審議結果。
依前項召集之信託財產評審委員會應就本次公開收購人身分與財務狀況、收購條件公平性,及收購資金來源合理性進行查證與審議,並就本次收購對其基金持有人提供建議。
信託財產評審委員會進行之查證,須完整揭露已採行之查證措施及相關程序,如委託專家出具意見書亦應併同公告。
信託財產評審委員會並得取得不動產管理機構、會計師及律師之書面意見,做為審議參考。
依第一項召集之信託財產評審委員會之審議結果應經全體委員二分之一以上同意,並將查證情形、委員同意或反對之明確意見及其所持理由列入。
該次信託財產評審委員會之議事,應作議事錄,審議過程受託機構應全程錄音或錄影存證,議事錄與相關存證資料之保存期限與保管方式準用公開發行公司併購特別委員會設置及相關事項辦法第十條規定。
被收購不動產投資信託基金之受託機構於接獲公開收購人送達之重行申報及公告之書件後,應即通知信託財產評審委員會進行審議,並於十五日內重行公告審議結果。

English translation for reference only; the Chinese text prevails. Not legal advice.