Regulations Governing Information to be Recorded in the Prospectus by a Trustee Offering Beneficial Securities in a Real Estate Investment Trust or Real Estate Asset Trust Article 10
The profile of the trustee and listing of its duties shall record the information listed below:1.Profile of the trustee:A.Company profile:a.Date of establishment.b.Capital formation over the most recent three years. (Table 2)c.Lines of business.d.History: For the most recent five fiscal years, any public offering or private placement of REIT or REAT beneficial securities (Table 3), transfer of equity interest by a director, supervisor, or shareholder with a shareholding ratio of 5 percent or higher, change in managerial control (Table 4), and descriptions of other material events.e.Credit rating of the trustee (not required where established less than three years).B.Company organization: Show the data listed below regarding the trustee's juristic-person shareholders as of the end of the month prior to the date of printing of the prospectus:a.Distribution of equity ownership:I.Shareholder structure: Proportion of holdings by the various classes of shareholders. (Table 5)II.Roster of principal shareholders: The names, numbers of shares, and shareholding ratios, for shareholders holding 5 percent or more of total outstanding shares (Table 6).b.The names of the general manager, assistant general manager, assistant manager, and the supervisors of departments and divisions, as well as the dates they assumed their positions, the proportions of their holdings in the trustee, their education and experience, and any positions concurrently held in other companies. (Table 7)c.The names, dates of appointment, and terms of the directors and supervisors, and the percentages and amounts of shares they hold in the trustee or SPC, as well as their education and experience. For juristic person shareholders, the shareholder representative shall be indicated. (Table 8)C.Diagram of affiliated enterprises: Show the relationships between the trustee's juristic-person shareholders and the affiliated enterprises, their mutual shareholding ratios and share amounts, and their actual investment amounts as of the end of the month prior to the date of printing of the prospectus.D.Operational status: Show the names of other REIT and REAT funds already publicly offered or privately placed as of the end of the month prior to the date of printing of the prospectus, and giving a profile of their beneficial securities. (Table 9)E.Financial status: Show CPA audit reports, balance sheets, income statements, and statements of changes in shareholders' equity for the preceding two fiscal years.F.Penalties received: Show the dates and details of sanctions imposed on, and official reprimands issued to, the trustee by the competent authority within the most recent 2 years.G.Litigated or non-litigated matters: List any pending litigated or non-litigated matters or administrative suit of material significance involving the trustee that could have a material impact upon the rights and interests of beneficiaries. The facts of the dispute, principal interested parties, the monetary value of the subject matter of the dispute, date on which proceedings began, and current status of the proceedings shall be disclosed.2.Trustee duties:A.Trustee obligations and responsibilities.B.Payments to trustee for reimbursement of disbursements and compensation for losses.C.Trustee remuneration, and the types, calculation method, payment schedule, and payment method thereof.D.Circumstances requiring a beneficiaries meeting to be convened by the trust institution or trust supervisor.E.Circumstances under which the trustee is required to appoint a trust supervisor, and the specialized expertise and experience required thereof.F.The procedures and principles for, and public announcement of, trust asset assessments.G.The mechanism by which, and conditions under which, the trustee may dismiss the real estate management institution, and an analysis of the reasonableness thereof.H.Other items as required by the FSC.